Pricol Limited — Annual Report 2021

Jul 26, 2021

PR/COL LIMITED

Passion to Excel

109, Race Course, Coimbatore 641018, India

\ +91 422 4336000 11m +91 422 4336299

^~city@pricol.co.in

e, pricol . com

CIN: L34200TZ2011 PLC022194

PL/SEC/TGT/2021-2022/030 Monday, 26th July, 2021

;.. CUSTOMERS ;.. EMPLOYEES ;.. SHAREHOLDERS ;.. SUPPLIERS

The Manager, Listing Department	Corporate Relationship Department
National Stock Exchange of India Limited	BSE Limited
"Exchange Plaza', C-1, Block G	1st Floor, New Trading Ring
Bandra-Kurla Complex,	Rotunda Building, P J Towers,
Bandra (E), Mumbai - 400051	Dalal Street, Fort, Mumbai 400 001
Script Code: PRICOLLTD	Script Code: 540293

Dear Sir,

Sub: 10th Annual General Meeting - Annual Report 2020-21

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have submitted the Annual Report for the financial year 2020-21 along with the 10th AGM notice to the Stock Exchanges on 24th July 2021. Subsequent to the submission, we found few corrections as follows.which has been now updated and new file is uploaded herewith.

Page no	Correction
4	Few of the product images were changed
8	'2W Electronic Digital Clusters' changed to Off Road Vehicle Export Clusters
	'· (Heading changed to 'Off Road Vehicle Export Clusters')
15	Mr.Navin Paul: Added the following in the Director's Profile:
	He was the Former Executive Vice President Sales and Marketing of Mobility
	Solutions with BOSCH, India from 2011-2017 reporting to BOSCH Board of
	Management in Germany.
38	The ratio of the remuneration of each director to the median remuneration of
	the employees of the Company for the financial year was u pdated
39	Mr. Kanakaraju.K, General Manager
	_: __ - =-~-::=.;::: Products Design) (Responsible for Mechanical v -
39	Mr. Dinesh Govind Dodmane, General Manager
	(Responsible for Electronics v~ · ::, Products Design) - -

Please take the same on your records.

Thanking you,

Yours faithfully, For Pricol Limited

~ Thamizhanban

T .G. Company Secretary ICSI M.No: F7897

Encl: as above

ANNUAL REPORT 2021

CONTENT

CORPORATE IDENTITY PERFORMANCE 01 10

• 02 Company Prole
• 03 Pricol's Presence
• 04 Products Solutions
• 08 New Business Wins

18 22

• 18 Giving Back To Society

• 19 Management Discussion

• 10 Performance Highlights

• 11 Chairman's Message
• 12 Managing Director's Message

• 14 Board of Directors

• VALUE CREATION MANAGEMENT REPORTS

• 22 Director's Report & Management Analysis
• 40 Report on Corporate Governance
• 62 Independent Auditor's Report

FINANCIAL STATEMENTS 70

• 70 Balance Sheet
• 72 Statement of Prot & Loss
• 75 Cash Flow Statement
• 77 Notes to Financial Statements
• 131 Consolidated Financial Statements

Note: Across this report, the word 'Pricol' refers to 'Pricol Limited'.

Forward-looking Statements

In this Annual Report we may have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make, may contain forward-looking statements that set out anticipated results based on the management's plans and assumptions. We have tried wherever possible to identify such statements by using words such as 'anticipates', 'estimates', 'expects', 'projects', 'intends', 'plans', 'believes' and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialise or should underlying assumptions prove inaccurate, our actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

OUR THEME

Pricol has always been a symbol of holding its values, vision, and mission in high regard along with the perusal to achieve engineering excellence. We have committed to it wholeheartedly and this has resulted in us being one of the most recognized providers of precision-engineered technological solutions among leading automotive components and Industrial Brands.

PRICOL'S THEME FOR THIS YEAR REVOLVES AROUND 3 ASPECTS OF GROWTH - RESILIENCE, RESURGENCE AND SUSTENANCE.

RESILIENCE

Pricol has always embraced its outcomes even though when things weren't favourable and the paths taken were not the most ideal ones. This amazing quality of ours to stay united and strong through tough times has given us the strength to be resilient towards the hurdles that many organizations may succumb to. Pricol applauds none other but our own workforce family for developing this quality of being resilient with the steady support of all stakeholders. Their sheer will and dedication towards never compromising on our values and working towards the vision and goal of the company irrespective of situations has earned the name and pride of what we are as "Pricol" today.

RESURGENCE

One thing Pricol can boldly carry on its face is the fact that it has resurged from the toughest of the times. In fact, we have always bounced back to be stronger than we rst faced our adversities. Our ability to resurge doesn't just narrow down to coming back from unfavourable business ventures but also from external factors such as the COVID - 19 induced Economic Crisis. Today, we have come out of the red situation completely and have jettisoned all loss making entities. Amidst the pandemic, we were able to pull off a much higher industry performance rate and operational excellence than most of our competitors. We did all that we could possibly do to streamline the business and operations and equipped ourselves better to be robust and ready for growth.

SUSTENANCE

Pricol's tale of resurgence from adversities is nothing short of a wonder. However, several critics often question if it is a onetime wonder. This is what pushed us to map our theme around another important aspect which we believe we will carry on to the future as well, Sustenance. Our primary focus is to continue this level of performance and open new doors for the business which might have never been pursued before, in a steady manner. We have gone up the value chain in terms of our product offerings with the new business wins, which will denitely help us to sustain the performance and grow from here onwards. Our team morale is at an all-time high, which will only make Pricol a force to reckon with in the market as a frugal innovator of cutting edge technology.

PROFILE COMPANY

Pricol Limited is one of India's leading automotive components and precision engineered products manufacturers head quartered in Coimbatore. Pricol commenced its operations in the year 1975 in Coimbatore, South India and today it strides as a reputable global brand in the automotive component and products business, highly recognized by top automotive OEMs across the world.

The company carries out its business and operations in Driver Information Systems and Sensors, Pumps and Allied Products, Telematics and Wiping Systems catering to leading automotive OEMs in Two / Three Wheeler, Passenger Vehicles, Commercial Vehicles, Farm Equipment and Offroad Vehicles across India and in International Markets (45+countries) with 2000+ product variants.

Today the company has 7 manufacturing plants across Coimbatore, Manesar, Pantnagar, Pune and Sricity in India, 1 manufacturing plant in Indonesia and 1 subsidiary in Satara in India, with 2 international ofces in Tokyo and in Singapore. Pricol Group is powered by 5000+ strong, dedicated workforce which resolutely pursues the mission to be PASSIONATE, SUSTAINABLE, DYNAMIC and EVOLVING.

OUR VISION

We will strive to attain leadership and excellence in all the products and services that we provide, through socially and environmentally acceptable means.

OUR MISSION

Be Dynamic

Constantly innovate and nd better ways to deliver value to our customers

Constantly Evolve

Improve in every sphere of our activity

Work Passionately

To enhance value to our customers, employees, suppliers and shareholders

Be Sustainable

Care for the society and environment around us

OUR VALUES

Passion

Whatever we do, we do it from the bottom of our heart.

Respect

We respect those who add value to our lives.

Integrity

We never compromise on our values.

Collaboration

We believe in working towards a unied goal.

Ownership

We are responsible for all our actions.

Listen

We listen to both the spoken and unspoken before we act.

TWO WHEELERS

FOUR WHEELERS

	$\underline{\mathsf{GM}}$	Mahindra	MARUTI SUZUKI	MITSUBISHI	Mercedes-Benz	NISSAN
PSA GROUPE		ŠKODA	SUZUKI	T TATA	TOYOTA	Volkswagen

	COMMERCIAL VEHICLE
ASHOK LEYLAND	DAIMLER	FORCE MOTORS	AL Mahindra	45 PIAGGIO®	SWARAJ mazpa
$=$ VE COMMERCIAL VEHICLES $=$ A VOLVO GROUP AND EICHER MOTORS JOINT VENTURE
	TRACTORS
INDUSTRIAL	C ESCORTS	SE LODO FARM	JOHN DEERE	BKUbota	Mahindra	SZ NEW HOLLAND AGRICULTURE
	SAME	INTERNATIONAL	TAFE	EN		TILLERS TRACTORS LTD.
	OFF ROAD VEHICLE
Bobcat	HAT	DOOSAN	HYUNDAI		TATA HITACHI deliable solutions	EM TEREX

EXPORT CUSTOMERS

aprilia	ARCTIC CAT		PAT	CLAAS	CNH INDUSTRIAL	DEUTZ
DUCATI	GENERAC	HARLEY-DAVIDSON		'IIR5	JOHN DEERE	B Kubota
KA AM	KOHLER ENGINES	lotori Inarelli	SZ NEW HOLLAND AGRICULTURE	NISSAN	4 PIAGGIO®	PSA GROUPE
	P©LARIS®		VICTORY	VOLVO		TRIUMPH

BUSINESS WINS NEW

BUSINESS WINS NEW

FUEL PUMPS & E-PURGE VALVE

SPEED SENSORS

17,800

` in Lakhs

Dear Shareholders,

Greetings from Pricol!

I hope you and your family are safe from the ongoing COVID-19 pandemic and I pray for everyone's wellbeing. Firstly, I would like to take this opportunity to thank each and every one of you for your continuous support and condence in us.

The nation is grappling with the pandemic, while simultaneously gearing itself for a phased reopening of the economy and preparing for life beyond the pandemic. The year 2020-21 was an unprecedented one in every sense and it tested our resilience and patience to withstand enormous challenges, which brought out our collective strength to push through paradigm shifts.

We have seen the whole country enter complete lockdown which adversely affected economy at large and businesses across sectors; be it large or small, organized or unorganized. Such extraordinary times called for extraordinary measures to be taken within the organization to be buoyant to sail through the turbulent times.

The auto-ancillary industry account for around 2.5% of India's GDP and it is one of the most important sectors contributing to the Indian economy. The sector saw a big downturn during the start of last scal year. However, with relaxations of lockdown followed by the movement of people and goods gaining traction, the sales were up and running again and with Social Distancing becoming a norm, the industry bounced back stronger with increased demand of vehicle sales.

Change is Constant and the one who does not adapt to it shall perish, as they say. We at Pricol have been ever adapting to changes and exible in our approach. This has really helped us to bolster ourselves better and recover from the impact much stronger. We took several initiatives across the organization and our teams have been exhibiting dynamism from the forefront which collectively helped us to achieve much better results than we had anticipated.

Safety First! Safety was and is always on top our mind. We have taken all the necessary precautions in order for the operations to continue seamlessly and will continue to follow the guidelines laid out by the government in order to safeguard our employees at all levels from the impact of COVID-19. We had constituted a dedicated task force and volunteer team across all locations to monitor the spread of the disease and effectively control the same.

Beyond Business. During this critical time, when the world cries out for help, we felt that reaching out to people beyond our organization was needed more than ever. We have extended our support to the medical fraternity, frontline workers, etc to the best possible extent as our moral responsibility and commitment to give back to our society and our communities.

Today, as Pricolians, we are resilient and united more than ever before and we are looking forward to take on more opportunities and challenges. I would like to take this opportunity to thank all our employees for their sustained contributions. Further, I would like to thank the Board for their continuous guidance and support. I would also like to thank our shareholders, bankers and business partners for their continued support for our company over the years. We will continue to stay focused and work together with all our stakeholders to ensure we all succeed together.

Best wishes, Vanitha Mohan Chairman

MESSAGE MANAGING DIRECTOR'S

" IF YOU WANT TO GO FAST, GO ALONE;

"IF YOU WANT TO GO FAR, GO TOGETHER.

Dear Shareholders,

The Old African saying embodies Pricol's approach in promoting togetherness with its stakeholders. The continued success of our business over the past four decades is a testament to our ability to work with our stakeholders - our employees, our customers, our investors, our banking partners, our Corporate relationships and all our well-wishers. In a world of dependencies, these synergistic relationships have been signicant contributors to the incredible growth of our company and this will inspire us to draw strength in the years to come, especially in these challenging times.

Coming out of the red

Pricol has always focussed on efciency and it will continue to do so. The overseas operations which had a major impact on the bottom-line overall for the company were all hived off in order to become leaner and to be more focussed on protable geographies. This timely exit of such bleeding overseas operations right before the pandemic helped us to be resilient thereby protecting our cash ows. COVID-19 pandemic made us even more resilient to evaluate all aspects of business and operations and be prudent in our spending by trimming down all unnecessary costs. Further, the launch of high value and high margin new products have put us in a better trajectory of resurgence. Going forward, leaner and efcient organization will be the order of the day with focus on R&D for next-generation products and technologies.

People Focus

As evident in the logo of our company, the management believes in the interest of its stakeholders, who are the core of its operations. Our employees are the biggest assets of our organization and during these unprecedented times we have ensured their safety and provided complete support in all aspects to the maximum extent possible. All our team members exhibited utmost discipline in following the protocols which helped us to navigate the critical times without any major safety and health impacts.

MESSAGE (Contd.,) MANAGING DIRECTOR'S

Identifying opportunity amidst crisis

A crisis brings us the opportunity to challenge ourselves. The advent of COVID-19 has not only challenged us but also brought out the best in us; which is evident with the launch of new products and productionizing those products, which now contribute a large percentage to the top-line and bottom-line. We have launched new products such as connected clusters and digital clusters for 2 wheelers (traditional and EV vehicles), passenger vehicles (traditional and EV vehicles), commercial vehicles, fuel pump module and electronic purge valve.

The year gone by

The economy and the auto sector were facing headwinds at unimaginable levels with no cure for COVID-19 at the start of scal year, with the economy coming to a halt and a strict nationwide lockdown. To add to that, the raw materials costs skyrocketed compounded with signicant disruptions in supply chain, thereby substantially increasing the input costs affecting EBITDA and PAT margins. Also, with manufacturing activity coming to a halt, the migrant labour ocked to their native places in large numbers creating an acute labour shortage which does not auger well for any industrial establishments. However, post the unlocking of the economy, things started to become normalized and the industry bounced back well due to the pent up demand and social distance norms, which saw increased vehicle sales. For the Standalone operations: we were able to achieve a 17.3% growth in revenue from operations in FY 20-21 compared to the previous year. Our Cash prots stood at INR 138 crores in FY 20-21 compared to INR 70 crores in FY 19- 20. We were able to generate a free cash ow after capex of about INR 108 crores in FY 20-21 as against INR 16 crores in FY 19-20. With all our combined actions, we have resurged from the downturn and achieved a good results for the year and we hope to sustain the same and grow further.

Future Readiness

The instrument clusters are shifting from more of mechanical nature to Driver Information Systems which are highly software driven. Pricol has foreseen this and has started strengthening the in-house capabilities for the same and launched connected vehicle solutions for our customers. We have been able to garner new export customer base especially for the heavy duty pumps, which will add signicant business and value in those product verticals in the years to come. Also, the electric vehicle (EV) space is gaining ground faster than expected given the signicant rise in fuel costs and a shift towards more greener and sustainable modes of transport, combined with the policy decisions being driven by the Government. We are EV ready in our existing product verticals and have started our supplies to OEMs for their recently launched EV vehicle platforms. We are also in the process of expanding the product offerings to be future ready both for traditional as well as EV vehicles. On behalf of the Board of Directors, I would like to thank our customers, shareholders, banking partners, suppliers and channel partners for reposing trust and faith in us. Last but not the least, I would like to whole heartedly thank my colleagues for going above and beyond their call of duty to support the business in these difcult times. With your continued support, I eagerly look forward to a prosperous year ahead.

Best wishes, Vikram Mohan Managing Director

DIRECTORS BOARD OF

MRS. VANITHA MOHAN Chairman

Mrs. Vanitha Mohan (68) is a Commerce Graduate with a Post-Graduate Diploma in Business Management from the University of Strathclyde, Glasgow, UK. She has 35 years of experience and heads the Internal Audit functions and Corporate Social Responsibility activities at Pricol along with which she also acts as a Director of Sagittarius Investments Private Limited and Shrimay Enterprises Private Limited. She is the Managing Trustee of SIRUTHULI, an NGO formed to address the environmental issues of Coimbatore with focus on water management and enhancement of green cover of the city. She is also a Trustee of ND Foundation and the Vice Chairman at Kongu Global Forum, an organisation set up for the development of 7 districts forming part of the Kongu region of Tamil Nadu prior to which she is a past President of the 91 year old Indian Chamber of Commerce and Industry, Coimbatore.

MR. VIKRAM MOHAN Managing Director

Mr. Vikram Mohan (46) holds a bachelor's degree in Production Engineering with an Honors from PSG College of Technology, Coimbatore. He has 25 years of experience and is responsible for Strategy, Finance, Customer Relationship Management and Public Relations at Pricol. He is the founder of the Entrepreneurs Organization (EO) Chapter in Coimbatore and is currently a member of EO South Asia. He is also a member of Young Professions Organization (YPO) Chennai. He has been actively involved in the Confederation of Indian Industries (CII) and the Automotive Components Manufacturers Association (ACMA) in various board positions.

MR. V. BALAJI CHINNAPPAN Chief Operating Ofcer

Mr. V. Balaji Chinnappan (56) holds a bachelor's degree in Production Engineering from PSG College of Technology, Coimbatore and a master's degree in Business Administration (Strategy & HR) from PSGIM, Coimbatore. He has 35 years of experience and is responsible for the overall manufacturing operations at Pricol. Certied TPM Facilitator by CII Centre of Quality, Bangalore. Presented more than 20 papers on topics like Low Cost Automation, Lean Manufacturing, Strategic Planning and Management, Best Practices in Industries in the National and International Conferences. Designed and developed more than 50 Special Purpose Machines for auto components manufacturing and assembly. Trained on instrument cluster assembly process at Nippon Seiki, Japan, Denso Corporation, Japan and Toyoda Gosei, Japan for rubber component manufacturing.

MR. R. VIDHYA SHANKAR Independent Director

Mr. R. Vidhya Shankar (51) holds a Bachelor of Commerce and Bachelor of Law degree from Bharathiyar University, Coimbatore. He is a Gold Medalist and holds the record for a very rare rst class in Law at Bharathiyar University. He specialises in Corporate Law, including in corporate transactions, corporate restructuring, schemes and arrangements, corporate litigations, domestic and international arbitrations, capital market, FEMA compliances, cross-border transactions and general corporate advisory services. He has several reported decisions in the eld of corporate law to his credit.

DIRECTORS BOARD OF

MRS. SRIYA CHARI Independent Director

Mrs. Sriya Chari (47) years of age is a B. Com (Hons.) graduate from Sriram College of Commerce, Delhi and holds an MBA from Cardiff Business School, University of Wales. She comes with 28 years of experience and also acts as the Director of Rajsriya Automotive Industries Private Limited, Yogya Systems Private Limited, and India Motor Parts & Accessories Limited.

DR. S. K. SUNDARARAMAN Independent Director

Dr. S. K. Sundararaman (48) holds an MBBS Degree in his undergraduate studies and master's in business management from Cambridge University, U.K. He is currently the Managing Director of Shiva Texyarn Limited and the Managing Trustee of the Firebird Institute Of Research In Management. He has been the past Chairman of CII Coimbatore, Education Convener of CII, Tamilnadu. He is currently the Chairman of the Indian Technical Textile Association, Vice Chairman of The Southern India Mills Association & Vice Chairman of SIMA CDRA. He is director in 6 Public Limited Companies and 6 Private Limited Companies. He is also on the Governing Councils of Textile Associations.

MR. P. SHANMUGASUNDARAM Independent Director

Mr. P. Shanmugasundaram (72) holds a B. Com, LLB, FCA, and comes with 46 years of experience as a Chartered Accountant. He is also a partner at the Reddy Goud & Janardhan, Chartered Accountants Firm, Bengaluru and acts as an Independent Director at Listed Companies namely L.G. Balakrishnan & Bros Limited and LGB Forge Limited. He holds the post of Chairman of Audit Committee in both the companies while holding an additional post of member of Nomination and Remuneration Committee of LGB Forge Limited.

MR. K. ILANGO Independent Director

Mr. K. Ilango (56) holds a bachelor's degree in engineering and comes with 35 years of experience in manufacture of Auto Components. He also holds the position of Managing Director of RSM Autokast Private Limited and Codissia Industrial Park Limited. He is also a Director of KKR Securities Private Limited, Rajshree Sugars & Chemicals Limited and Tamil Nadu Electricity Consumers' Association. He is a Past President of Round Table India and CODISSIA. He is the Chairman of Round Table India Foundation and Treasurer at Codissia Intec Technology Center.

MR. NAVIN PAUL Independent Director

Mr. Navin Paul (63) holds a bachelor's degree in Science in Mechanical Engineering (with Honors) from National Institute of Technology, Kurukshetra, Haryana and a master's degree in Business Administration from Faculty of Management Studies, Delhi. He is also a Director in IP Rings Limited, Brakes India Private Limited and Amalgamations Repco Limited. He is also the Executive Committee Member of ACMA and Co-Chair of Government Regulations and Advocacy Sub Pillar. He was the Former Executive Vice President Sales and Marketing of Mobility Solutions with BOSCH, India from 2011-2017 reporting to BOSCH Board of Management in Germany.

DIRECTORS BOARD OF

	Mrs. Vanitha Mohan, Chairman	(DIN: 00002168)
Mr.	Vikram Mohan, Managing Director	(DIN: 00089968)
Mr.	V. Balaji Chinnappan, Chief Operating Ofcer	(DIN: 08014402)
Mr.	R. Vidhya Shankar, Independent Director	(DIN: 00002498)
	Mrs. Sriya Chari, Independent Director	(DIN: 07383240)
Dr.	S.K. Sundararaman, Independent Director	(DIN: 00002691)
Mr.	P. Shanmugasundaram, Independent Director	(DIN: 00119411)
Mr.	K. Ilango, Independent Director	(DIN: 00124115)
Mr.	Navin Paul (from 22nd October 2020), Independent Director	(DIN: 00424944)
Mr.	Suresh Jagannathan (upto 10th February 2021), Independent Director	(DIN: 00011326)

COMMITTEES BOARD

• Mr. P. Shanmugasundaram Mr. R. Vidhya Shankar
• Mr. R. Vidhya Shankar Mrs. Sriya Chari
• Dr. S.K. Sundararaman
• Mrs. Vanitha Mohan

AUDIT COMMITTEE NOMINATION & REMUNERATION COMMITTEE

• Mrs. Sriya Chari Mr. P. Shanmugasundaram

• Mr. R. Vidhya Shankar Mrs. Vanitha Mohan

• Dr. S.K. Sundararaman Mr. Vikram Mohan

STAKEHOLDERS RELATIONSHIP COMMITTEE INVESTMENT AND BORROWING COMMITTEE

• Mrs. Vanitha Mohan Mr. R. Vidhya Shankar
• Mr. Vikram Mohan Mr. P. Shanmugasundaram

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

• Mrs. Vanitha Mohan
• Mr. Vikram Mohan
• Mr. K. Ilango

CHIEF FINANCIAL OFFICER

Mr. P. Krishnamoorthy

STATUTORY AUDITOR

M/s. VKS Aiyer & Co., Chartered Accountants, No. 380, VGR Puram, Off Alagesan Road, Saibaba Colony, Coimbatore - 641 011

COST AUDITOR

Mr. G. Sivagurunathan, Cost Accountant, No.277 /1, Second Floor, Thadagam Road, (Indian Bank Upstairs), Venkitapuram, Coimbatore - 641 025.

REGISTERED OFFICE

109, Race Course, Coimbatore - 641 018, India. Ph: +91 422 4336000 E-mail: cs@pricol.com Website: www.pricol.com CIN: L34200TZ2011PLC022194

FACTORIES

Tamilnadu, India.

Plant I

Plant V

132, Mettupalayam Road, Perianaickenpalayam, Coimbatore - 641 020, Tamilnadu, India. Plant II Plot No. 34 & 35, Sector 4, IMT Manesar, Gurugram - 122 050, Haryana, India. Plant III 4 / 558, Mettupalayam Road, Chinnamathampalayam, Billichi Village, Press Colony Post, Coimbatore - 641 019,

Gat No.180 - 187, Alandi - Markal Road, Phulgaon, Haveli Taluka, Pune - 412 216, Maharashtra, India. Plant VII Plot No. 45, Sector 11, Integrated Industrial Estate, Pantnagar, SIDCUL, Rudrapur - 263 153, Uttarakhand, India. Plant IX Plot No. 120, Sector 8, IMT Manesar, Gurugram - 122 050, Haryana, India.

Global - Raisoni, Industrial Park,

COMPANY SECRETARY

Mr. T. G. Thamizhanban

SECRETARIAL AUDITOR

M/s. P. Eswaramoorthy and Company, Company Secretaries, 44, 5th Street, Ramalinga Jothi Nagar, Ramanathapuram, Coimbatore - 641 045

BANKS / FINANCIAL INSTITUTIONS

State Bank of India ICICI Bank Limited The South Indian Bank Limited IndusInd Bank Limited Cholamandalam Investment and Finance Company Limited

Plant X

650, Benjamin Road, Sri City - 517 646, Andhra Pradesh, India

TO SOCIETY GIVING BACK

Pricol's Corporate Social Responsibility (CSR) activities reect its philosophy of enhancing value to the society and the environment around us. Through Pricol's long standing commitment to service to the society, we strive to attain leadership in our business through a socially and environmentally responsible way, while taking care of the interests of our stakeholders.

We work with the primary objective of contributing to the sustainable development of the society and creating a greener and cleaner environment around us. Towards achieving these objectives, Pricol has initiated 'We Care', a program which executes various social and environmental development activities in and around its operational locations.

Few glimpses of the CSR initiatives undertaken by the company in FY 2020 - 2021

Knowledge Centre with Library Building

• A Knowledge Centre with Library Building was inaugurated in January 2021 in Tirupur district, Tamilnadu.
• This library building was constructed keeping in mind the need for knowledge gaining for the local people and their children.
• The library includes a diverse collection of books and also a Digital section.

Repairs & Renovation of Government School building

• Pricol has adopted a Government High School in Tirupur District, Tamilnadu over the past 5 years.
• The company has provided the school with facilities like water puriers, computer accessories, smart class and science lab equipment.
• Pricol has also maintained the infrastructure of the school building which includes painting, tree plantation and rainwater harvesting.
• The newly constructed school arch was inaugurated in January 2021.

DISCUSSION MANAGEMENT

GLOBAL SCENARIO

The Federal Reserve has hinted to keep the monetary policy accommodative and shall ignore the near term rise in ination keeping in mind the economic recovery which has yielded good results and a rise in consumer sentiment Euromonitor International projects global real GDP growth of 5.9% in 2021 and 4.2% in 2022. USA is expected to be the lead the economic recovery at a global level. United States' GDP is expected to grow at 6% in 2021 on the back of the massive scal stimulus announced at approximately 9% of the GDP. Announcement of scal stimulus coupled with faster vaccination drive has allowed the economy to open up and recover at a much faster pace. The same can be said about the Chinese economy which was amongst the rst to recover from the impact of the pandemic and is on the path to recovery Global merchandise trade has already surpassed pre-pandemic levels, buoyed by strong demand for electrical and electronic equipment, personal protective equipment and other manufactured goods.

INDIAN ECONOMY

Global slowdown accompanied with nation lockdown and strict restriction on the movement of people and goods in India took a toll on the Indian Economy and the industries came to a literal halt. Although the lockdown eventually lifted and businesses resumed partially consumers' deferred spending due to lack of visibility in the economic recovery on account of job losses and salary cuts across sectors.

The Reser ve Bank of India had opted for an accommodative stance and kept rates unchanged and indicated it would keep doing so in order to ease the impact of lockdown. It has provided a relaxation to various business especially SME's in order to restructure the loans. Also, the central bank granted moratorium for loans as the repayment power of the businesses was hampered badly.

The rural sector remained insulated at the beginning of the pandemic but at a later stage got affected resulting into a negative impact on the farming sector.

AUTO SECTOR

The rst wave of Covid-19 had hit the Indian economy badly and India witnessed a never before seen strict nationwide lockdown in order to curb the spread of the virus. Work from home became a necessity with only essential services being allowed. Gradually the lockdown was lifted and employees were required to go back to work at least partially. As a result of which the auto sector witnessed a pent up demand as the consumer preferred to use their own vehicle and avoid public transport due to social distancing guidelines and the limit on the capacity to which public transport can be used.

Due to the work from home culture gaining ground signicantly the demand for IC's increased exponentially and resulted in shortage for other industries including the auto ancillary sector. The prices for IC's skyrocketed and negatively impacted the raw material cost for manufacturing auto parts.

One more factor contributing to the substantial increase in raw material cost was steep increase in the cost of steel, copper and aluminium. The prices for these metals are trading at an all time high and are expected to sustain at these levels at least in the short term.

There is a gradual shift from fossil fuel powered vehicles to electric or even hybrid vehicles which are considered to be more environment friendly due to low levels of Carbon emissions. Although today in nascent stage, these vehicles are expected to grow at a higher rate than it is currently today, which opens up new pathways for newer products to be developed. As, Indian markets are on the ow to march towards Electric Vehicles manufacturing, Pricol has already switched its gear to be EV ready across its product verticals and started its supplies to OEMs.

On the ipside, one positive thing in this chaotic situation is that the export market is up and running and companies having exposure to international markets will fare much better than companies catering only to domestic markets owing to receding number in Covid-19 cases in those geographies and economy getting back on track. The overall impact on economy will depend on the duration of the lockdowns and how quickly governments lift these restrictions.

The OEMs and auto ancillaries have learnt to operate efciently and have an idea for where the costs can be reduced. Furthermore, there is a shift towards digitization of operations and key focus area is on product innovation to drive growth.

DISCUSSION MANAGEMENT

We are condent that the auto and auto ancillary sector will bounce back with full vigour, provided there are no further lockdowns and anymore disruptions on supply chain. Now, the OEM's and Auto Ancillaries are much better prepared by optimally managing operations and inventories.

IMPACT ON COMPANY

Pricol was no exception to take a hit because of the pandemic and its impact on economy and auto sector. However, we at Pricol Ltd have taken active initiatives to mitigate the impact to a large extent. We were constantly in touch with our customers in order to adjust our production schedules to ensure that we meet the demands of our customers without any supply chain disruptions. Also, frequent townhall meetings with proper protocols were conducted for better alignment of people across all levels.

On the raw material front, the prices for steel, aluminium and copper skyrocketed and increased the input cost. This is also evident in the fact that ICRA's Car Input Index went up from 98 in FY20 to 112 in FY21.

With proper planning, better cost control and team efforts, we at Pricol were able to delight our customers by meeting their continuous change in demands and were able to show a growth better than the Industry's growth.

INITIATIVE TO ENSURE BUSINESS CONTINUITY

Any company's biggest asset is its employees and we have left no stone unturned to ensure their safety. Taking into view the current pandemic situation, a frontline Covid Warrior Programme was setup team by our HR team. A volunteer from each team was appointed who ensured all the government and company issued guidelines were followed in order to arrest the spread of COVID-19. Work from Home, wherever possible was instituted. Body temperature of employees was measured at regular intervals. If any employee was showing some symptoms he/she was quarantined immediately. With great pride, we would like to inform you that each and every one of our employee showed great discipline and ardently followed the stipulated guidelines.

Post easing of the travel restrictions, members of top management travelled to all the plant locations and conducted town halls with proper protocols to boost the morale of the teams.

In order to stay aoat during these testing times, we had to undertake salary cuts across all levels. Chairman and Managing Director does not received salary, perquisites etc., during 1st April 2020 to 30th September 2020. All senior, middle and junior management teams had a varied percentage of salary cuts during the rst few months of the nancial year without affecting their sustenance living. Furthermore, the independent directors had also forgone their sitting fees during the nancial year.

A deep look into each and every aspect of operations was taken to mitigate the nancial impact by mapping all the extra cost and trimming the costs wherever it was not necessary.

We have taken all the steps to ensure servicing the demand and efciently managing supply and logistics chain. At the same time we have also made a point to maintain an optimum level of inventory so as to avoid unnecessary lockup of capital as most of our primary electronic components are imported. We have also reached out to our customers in order to be compensated for the increased prices so to pass on the same. Forex and raw material prices are hedged with customers which is a standard practice which we follow.

Low value and low volume products were discontinued in a bid to reduce the resources utilized for the same.

Even during these times we have not diverted our focus on R&D and have launched a whole host of products which have helped us outperform the industry and we would gladly like to point out the fact that approximately 40% of our revenue came from the newly launched products. Pricol shall remain committed to focus on R&D and come out with new products. We have already incurred capex which we believe will sufce for the current utilization levels and there will not be any signicant capex required in the near term.

As the saying goes "When the going gets tough, the tough gets going". With all the above mentioned initiatives / steps taken to mitigate any monetary or non monetary impact on the company, we assure you that Pricol is resilient enough, nancially strong and doing everything in order to sail through these tough times and emerge even more stronger in the months to come.

FOR STANDALONE OPERATIONS:

Revenue from operations grew by 17% in FY 20-21 as against FY 19-20 and it stood at ` 1,33,615 Lakhs.

Operational EBITDA stood at ` 17,800 Lakhs for FY 20-21 at 13% on revenue from operations.

Cash Prot for FY 20-21 stood at ` 13,767 Lakhs.

Free Cash ow after CAPEX for FY 20-21 stood at ` 10,800 Lakhs.

	SALES FROM APR TO MAR 2019-20 Vs 2020-21
		OEM Vehicle Production - Quantity (No in Lakhs)		Pricol Sales - Value ( ` in Lakhs)
Segment	Apr to Mar 2019 - 20	Apr to Mar 2020 - 21	Growth	Apr to Mar 2019 - 20	Apr to Mar 2020 - 21	Growth
	A	B	%	C	D	%
2 / 3 Wheelers	221.72	189.65	(14) %	77,090	88,525	15 %
Commerical Vehicles	7.57	6.25	(17) %	6,229	10,636	71 %
Tractors	6.95	8.99	29 %	5,158	5,897	14 %
4 Wheelers	34.25	30.62	(11) %	4,028	5,544	38 %
Off Road Vehicles	4.21	4.88	16 %	5,165	6,348	23 %
OEM	274.70	240.39	(12) %	97,670	1,16,950	20 %
After Market + Xenos				5,326	5,327	—
Asset Management Solution				897	1,168	30 %
SCMS - Domestic				1,430	1,042	(27) %
Exports				8,418	9,115	8 %
Others				164	13	(92) %
Total				1,13,905	1,33,615	17 %

Vehicle Production : SIAM Data Tractor Production : ACMA Data

Your Directors have pleasure in presenting the Tenth Annual Report and audited nancial statements for the nancial year ended 31st March, 2021.

FINANCIAL RESULTS

				` Lakhs
		Standalone	Consolidated
The summarised nancial results are:	2020-21	2019-20	2020-21	2019-20
Net Sales & Services
- Domestic	1,24,499.87	1,05,486.58	1,26,593.45	1,09,090.58
- Export	9,115.46	8,418.29	9,300.74	8,724.18
Total Sales & Services	1,33,615.33	1,13,904.87	1,35,894.19	1,17,814.76
Other Operating Revenue	5,417.15	6,128.12	5,417.15	6,128.12
Other Income	748.68	1,263.23	783.96	1,486.46
Total Revenue	1,39,781.16	1,21,296.22	1,42,095.30	1,25,429.34
Prot from Operations before Finance Cost,
Depreciation and Amortisation Expense,
Exceptional Items & Tax	17,799.58	9,777.88	18,575.60	10,025.16
Less : Finance Costs	4,052.86	3,108.45	4,307.05	3,381.71
: Depreciation and Amortisation Expenses	9,095.04	9,269.24	9,419.03	9,593.63
Prot / (Loss) before Exceptional Items & Tax	4,651.68	(2,599.81)	4,849.52	(2,950.18)
Less : Exceptional Items (Net) #	—	19,072.36	—	—
Prot / (Loss) Before Tax	4,651.68	(21,672.17)	4,849.52	(2,950.18)
Less : Tax Expense
Current Tax	3,307.28	—	3,463.32	54.30
Deferred Tax	538.73	(384.20)	446.95	(383.65)
MAT Credit	—	—	—	—
Earlier years (Net)	(654.54)	—	(643.66)	(26.81)
Prot / (Loss) for the year from continuing
operations (A)	1,460.21	(21,287.97)	1,582.91	(2,594.02)
Discontinued Operations
Prot / (Loss) for the year from discontinued operations
(Net off tax expense) (B)	—	—	2,566.85	(7,281.41)
Prot / (Loss) for the year (C) = (A) + (B)	1,460.21	(21,287.97)	4,149.76	(9,875.43)
Other Comprehensive Income	20.25	295.08	67.05	602.04
Income tax relating to these items	(7.08)	(103.11)	(7.61)	(104.42)
Other Comprehensive Income for the year after tax (D)	13.17	191.97	59.44	497.62
Total Comprehensive Income for the year (C) + (D)	1,473.38	(21,096.00)	4,209.20	(9,377.81)

Exceptional Items: Details have been provided under Notes to Standalone Financial Statements, Note No: 2.44.

DIVIDEND & RESERVES

As the current year prot after setting off the losses of the previous years is inadequate to declare dividend, your Directors do not recommend any dividend and not transferred any amountto reserves for the year2020-21.

AUTO INDUSTRY

During the year, the Auto Industry's domestic sales de-grew by 14 % and exports by 13 %. The overall Auto Industry's production de-grew by 12 % as against 15 % in the previous nancial year.

	Vehicle Production*	Pricol Sale to OEM
Segment	2020-21	2019-20	Growth %	Growth %
2 Wheeler / 3 Wheeler	1,89,64,948	2,21,72,004	(14) %	15 %
Commercial Vehicle	6,24,939	7,56,725	(17) %	71 %
Tractors	8,99,000	6,94,600	29 %	14 %
4 Wheeler	30,62,221	34,24,564	(11) %	38 %
Off - Road Vehicles	4,88,148	4,20,765	16 %	23 %
Total	2,40,39,256	2,74,68,658	(12) %	20 %

*As per SIAM & ACMA

Due to new products developed catering to BS VI standards, in time to most vehicle segments, your company was able to outperform the industry performance in terms of Sales Growth.

OPERATIONS

In domestic market, Company primarily caters to 2 wheelers, Commercial Vehicles, Tractors, 4 Wheelers and Off-road vehicles.

STANDALONE FINANCIALS

The Company's domestic sales was up by 18 % and over all Company's sales up by 17 % compared to the previous year. The prot from operations before Finance cost, Depreciation, Amortisation expenses, Exceptional items & Tax has increased from 9,777.88 Lakhs to 17,799.58 Lakhs. The operational performance of the company has improved due to increase in sales volume and better control on costs. Prot before Exceptional Items & Tax is 4,651.68 Lakhs compared to loss of 2,599.81 Lakhs. The company's ability to bounce back quickly from the lockdown situation affecting most part of the 1st quarter of 2020-21 and the ability to develop, establish and supply the new products catering to BS VI standards has given a vantage position and has helped the company to register such an impressive growth under very trying conditions.

CONSOLIDATED FINANCIALS

The prot from operations before Finance cost, Depreciation, Amortisation expenses, Exceptional Items & Tax has increased from 10,025.16 Lakhs to Prot of 18,575.60 Lakhs. The operational performance has improved due to increase in sales volume and better control on costs. Prot before Exceptional Items & Tax from continued operations is 4,849.52 Lakhs compared to Loss of 2,950.18 Lakhs.

RIGHTS ISSUE

During the year, the Company had issued 2,70,84,777 fully paid-up Equity Shares of face value of 1 each for cash at a price of 30 per Equity Share (including a premium of 29 per Equity Share) aggregating to 8,125.43 Lakhs on a rights basis to eligible equity shareholders in the ratio of Two Equity Shares for every seven fully paid-up Equity Shares held on the record date, that is 25th November, 2020. These equity shares were allotted on 25th December 2020.

Paid up share capital of the Company before the Right Issue is 947.97 Lakhs. The fresh allotment of equity shares through Rights Issue has resulted in an increase of equity share capital by 270.84 Lakhs and securities premium by 7,854.59 Lakhs. Paid up share capital after the Rights Issue is 1,218.81Lakhs.

The entire proceeds received from rights issue were used for the objects stated in the Offer document for the Rights Issue.

AMALGAMATION

On 26th May 2021, the Board approved the amalgamation of Pricol Wiping Systems India Limited ("PWSIL"), a Wholly Owned Subsidiary company with its Holding Company, Pricol Limited, with effect from 1st April 2021 ("Appointed Date") by way of Scheme of Amalgamation, subject to all relevant approvals. By this amalgamation, the Wiping Business of PWSIL will be integrated with Pricol Limited. As part of the proposed amalgamation, all assets and liabilities of PWSIL shall stand transferred and vested with Pricol Limited.

The amalgamation will lead to better and more economic control and efcient management with greater focus and attention and optimum utilisation of available nancial resources. The merged entity will have higher efciencies and better leveraging for nancial benets, and contributing to signicant future growth. The reasonable size of operations that will improve the stature of the company and integration of administrative practices and implementation of uniform management practices; the proposed amalgamation is in the best interest of shareholders, creditors, employees of the PWSIL and Pricol Limited.

In this amalgamation there is no cash consideration involved being, PWSIL is a Wholly-Owned Subsidiary of Pricol Limited and the entire share capital of PWSIL is held by Pricol Limited. Therefore, upon the Scheme becoming effective, all shares held by the Pricol Limited in the share capital of PWSIL as on the effective date shall stand cancelled.

SUBSIDIARY COMPANIES

Pricol Asia Pte Limited, Singapore

This purchasing arm of our Company mainly assists in global procurement of raw materials and components to our Company and associate companies.

In the nancial year 2020-21, the Company achieved sales of USD 493.09 Lakhs (36,671.53 Lakhs) as against the previous year sales of USD 270.68 Lakhs ( 19,598.19 Lakhs). The company made a Prot of USD 10,78,270 (801.92 Lakhs) during the year 2020-21 as against USD 5,50,585 ( 398.65 Lakhs) in 2019-20.

Pricol Wiping Systems India Limited

During the nancial year 2020-21, the company has achieved sales of 1,759.75 Lakhs as against sales of 2,851.33 Lakhs in 2019-20. The company incurred Losses to the extent of 289.85 Lakhs in 2020-21 as against Loss of 323.73 Lakhs in 2019-20.

PT Pricol Surya Indonesia

The Company is supplying Instrument Clusters to the 2-Wheeler manufacturers in Indonesia & Thailand. In the nancial year 2020-21, the company has achieved a sales of IDR 2,86,315 Lakhs (1,382.90 Lakhs) as against the previous year sales of IDR 4,53,879 Lakhs ( 2,155.92 Lakhs) a decrease of 37 % in IDR & 36 % in INR terms.

The decrease in sales is mainly on account of phasing out of vehicle models for which the company is supplying. The Company had a Loss before tax of IDR 1,29,794 Lakhs (626.91 Lakhs) as against the Loss before tax of IDR 52,367 Lakhs ( 248.74 Lakhs) of previous year.

PT Sripri Wiring Systems, Indonesia

The Company, a Wholly Owned Subsidiary Company of PT Pricol Surya Indonesia has achieved sales of IDR 23,509 Lakhs (113.55 Lakhs) in 2020-21 as against sales of IDR 61,165 Lakhs ( 290.53 Lakhs) in 2019-20. The Company made a Prot to the extent of IDR 14,847 Lakhs (71.71 Lakhs) in 2020-21 as against Prot of IDR 2,951.07 Lakhs ( 14.02 Lakhs) in 2019-20.

SALE OF SUBSIDIARY COMPANIES

As stated in our earlier Annual Report - 2020, the company had completed the sale of 100 % shareholding held by it, in the erstwhile Wholly Owned Subsidiary Company "Pricol Espana Sociedad Limitada, Spain", along with its Wholly Owned Subsidiary Company "Pricol Wiping Systems Czech s.r.o" on 21st August 2020.

OUTLOOK, OPPORTUNITIES, CHALLENGES, RISKS & CONCERNS

India

The automotive industry ended up with de-growth of 12 % in 2020-21 compared to 2019-20. The major reason for the de-growth was the outbreak of COVID-19 and low production during Q1 of 2020-21 due to lockdown. The shortage of imported parts from China continued in 2020-21 thus affecting the auto manufacturing. The industry has moved into the new BS VI emission starting April, 2020-21.

The outlook for 2021-22 is expected to be at /marginal de-growth due to Covid situation and continued shortage of imported electronic parts. However, the demand across all segments of market is expected to be robust during 2021-22.

Pricol has won many new businesses across various segments in the BS VI platform and around 40 % of the revenue of 2020-21 was contributed by new business. This has helped your company to register a very impressive growth in the current year as compared to the industry growth across all the vehicle segments served by our products.

International

Robust growth expected during 2021-22 after the downturn in 2020-21 due to Covid both in the US and Europe markets. With Pricol winning a number of new business the growth in 2020-21 was 23 % compared to previous year. Pricol expects this growth momentum to continue in 2021-22.

COVID 19 IMPACT

While the impact of COVID 19 looked like dying down and the entire economy was seemingly coming back to a near normalcy, the second wave of COVID 19 has hit the world economy at various stages and has started having its impact on India. The second wave has also caused many States to declare lockdown. Many of the OEMs have stopped their operations partially in line with Government requirement, supply chain disturbances and considering their own employee welfare. This is likely to cause serious impact in the sales volumes of the year 2021-22 and it is very unlikely that your company will be able to register the sales growth of the previous year. Although the expectation is that India as a whole will recover by second half, the impact of the stoppage of operations and drop in demand in the 1st quarter of 2021-22 is likely to have a lasting impact on the full year sales.

RISK MANAGEMENT

Risk Management Policy for identifying and managing risk, at the strategic, operational and tactical level, has been adopted by the Company. Our risk management practices are designed to be responsive to the ever changing Industry dynamics. At present the Company has not identied any element of risk which may threaten the existence of the Company.

The Risk Management policy has been placed on the website of the Company and the web link there to is h tt p s : / /www. p r i c o l. c om/Da t a / Po l i c y / R i s k - Management-Policy.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems have been strengthened taking into account the nature of business and size of operations to provide for:

• Reliability and integrity of nancial and operational information;
• Effectiveness and efciency of operations and assets;
• Compliance with applicable statutes, policies, listing requirements and management policies and procedures.

The Company, through its own Corporate Internal Audit Department, carries out periodic audits at all locations and all functions and brings out any deviation to internal control procedures. The observations arising from audit are periodically reviewed and compliance ensured. The summary of the Internal Audit observations is submitted to the Audit Committee. The Audit Committee at its meetings regularly reviews the nancial, operating, internal audit & compliance reports to improve performance. The heads of various monitoring / operating departments are present for the Audit Committee meetings to answer queries from the Audit Committee.

FINANCE

During the year, the Company has not accepted / renewed any xed deposit from public. The total deposits remained unpaid or unclaimed as at 31st March 2021 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year. The Company undertook several steps to keep a control over borrowings and cost of borrowings.

Credit Rating

Consequent to the good nancial performance, your company was able to improve its credit rating from the current rating agency ICRA and a similar credit rating from India Ratings and Research.

Credit Agency	Facility	Present Ratings	Previous Ratings
ICRA	Long Term – Fund Based & Term Loan	BBB (Stable)	BB+
	Short Term – Non Fund Based	A3+	A4+
India Ratings	Fund Based and Non Fund Based	IND BBB /	Not Applicable
and	Working Capital	Stable / IND A3+
Research	Long Term Loans	IND BBB / Stable	Not Applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the nancial year were on arm's length basis and were in the ordinary course of the business. During the year, there were no materially signicant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conict with the interest of the Company.

DIRECTORS

Independent Director

As per the provisions of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members appointed Independent Directors as mentioned below:

	Name of Independent Director	Period of Appointment
Dr.	S. K. Sundararaman	Upto 29th May 2023
	Mr. R. Vidhya Shankar	Upto 31st July 2024
	Mr. P. Shanmugasundaram	Upto 14th June 2024
	Mr. K. Ilango	Upto 14th June 2024
	Mr. Navin Paul	Upto 21st October 2025
	Mrs. Sriya Chari	Upto 26th May 2026

Mr. Navin Paul (DIN: 00424944) was appointed as an Additional (Independent) Director of the company by the Board of Directors at its meeting held on 22nd October 2020 and whose term of ofce expires at this Annual General Meeting ('AGM'). The Board recommends the appointment of Mr. Navin Paul as an Independent Director of the company to hold ofce for the term of 5 (ve) consecutive years commencing from 22nd October 2020 to 21st October 2025.

Mr. Suresh Jagannathan (DIN: 00011326) has resigned from the Board with effect from 10th February 2021 due to his personal business commitments and health reasons. The Board places on record its special appreciation for his contribution over 36 years for the development of the company.

EXECUTIVE DIRECTOR / NON - INDEPENDENT DIRECTOR

Members appointed Executive Director / Non - Independent Director as mentioned below :

Name of Director	Period of Appointment
Mr. Vikram Mohan	Upto 31st March 2022
Mr. V. Balaji Chinnappan	Upto 31st March 2022
Mrs. Vanitha Mohan	Upto 31st March 2024

The Board of Directors, at their meeting held on 10th February 2021 re-appointed Mrs. Vanitha Mohan as Chairman for a period of three years with effect from 1st April 2021 to 31st March 2024 and xed the remuneration payable to her as set out in the text of the resolution in the AGM notice, subject to the approval of the Shareholders.

Mr. V. Balaji Chinnappan, a Non-Independent Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.The Board recommends the aforesaid appointment (s).

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance, Committees of the Board, Independent Directors and Individual Directors of the Company.

The Board's performance was evaluated based on the criteria like Structure, Governance, Dynamics & Functioning, Approval & Review of Operations, Financials, Internal Controls etc.

The performance of the Independent Directors as well as Individual Directors including the Chairman of the Board were evaluated based on the evaluation criteria laid down under the Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.

The Committees of the Board were evaluated individually based on the terms of reference specied by the Board to the said Committee. The Board of Directors were satised with the evaluation process which ensured that the performance of the Board, its Committees, Independent Directors and Individual Directors adhered to their applicable criteria.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company as stipulated under Companies Act, 2013 are Mr. Vikram Mohan, Managing Director, Mr. P. Krishnamoorthy, Chief Financial Ofcer & Mr. T. G. Thamizhanban, Company Secretary.

Mr. P. Krishnamoorthy, Chief Financial Ofcer has been appointed as Key Managerial Personnel with effect from 11th February 2021, in place of Mr. K. Ramesh.

DIRECTORS' REPORT & MANAGEMENT ANALYSIS DIRECTORS' REPORT & MANAGEMENT ANALYSIS

STATUTORY AUDITORS

M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore (ICAI Firm Registration No: 000066S), the Statutory Auditors of the Company were appointed as Statutory Auditors of the Company, for a term of 5 years, from the conclusion of 7th Annual General Meeting until the conclusion of the 12th Annual General Meeting of the Company to be held in the calendar year 2023.

Statutory Auditors, M/s. VKS Aiyer & Co., Chartered Accountants, have conrmed their eligibility for continuing as Statutory Auditors of the Company.

COST AUDITOR

The Board of Directors at their meeting held on 26th May 2021 appointed Mr. G. Sivagurunathan, Cost Accountant, as the Cost Auditor for conducting the Cost Audit for the nancial year 2021-22. A resolution seeking members' ratication of the remuneration payable to Cost Auditor is included in the AGM notice. The Cost Audit Report will be led within the stipulated period. The Company is maintaining the Cost Records as per Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Company appointed M/s. P. Eswaramoorthy and Company, Company Secretaries to undertake the Secretarial Audit of the Company for the nancial year 2021-22. The Secretarial Audit Report for the nancial year 2020-21, as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) regulations, is annexed herewith as "Annexure A".

SECRETARIAL STANDARDS

The company had complied with the applicable Secretarial Standards.

CSR INITIATIVES

Pricol's Corporate Social Responsibility (CSR) activities reect its philosophy of enhancing value to the society and the environment around us. CSR activities are carried out through registered trust (ND Foundation) and a Section 8 Company (Yashaswi Academy for Skills), in addition to the CSR activities directly undertaken by the Company. The Annual Report on CSR activities is annexed herewith as "Annexure B".

D EVEL O PME N T I N HUMA N R ES O U R CES / INDUSTRIAL RELATIONS

COVID-19 pandemic had created a big disruption in the company's business during the beginning months of this nancial year 2020-21. However, the continuous discussions and interactions with the union ofce bearers and the line operators has resulted in the whole-hearted support of the employees for the survival during this pandemic. Transparency in dealing with the employees paved way for maintaining the cordial and conducive industrial relations in a smooth way. Terms of wage agreements in Plant 1 & Plant 3, Coimbatore and Plant 2, Gurugram were effectively implemented. Monthly Goodwill Meetings and Union meetings are being continued for redressing the shopoor issues. The number of people employed as on 31st March 2021 is 5,448.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & (ca) of the Companies Act, 2013, the Directors would like to state that :

• a) in the preparation of annual accounts for the nancial year ended 31st March 2021, the applicable accounting standards have been followed;
• b) they had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 nancial year and of the prot and loss of the Company for the year under review;
• c) they had taken proper and sufcient care 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 had prepared the annual accounts for the nancial year ended 31st March 2021, on a going concern basis;
• e) they had laid down internal nancial controls to be followed by the Company and such internal nancial controls are adequate and are operating effectively; and
• f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DIRECTORS' REPORT & MANAGEMENT ANALYSIS DIRECTORS' REPORT & MANAGEMENT ANALYSIS

DISCLOSURES :

• 1. Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Li s ting Obl igation and Di s c losure Requirements) Regulations, 2015.
• 1. Sal ient features of the Nomination and Remuneration Policy is disclosed in the Report on Corporate Governance.
• 1. Qualication, reservation or adverse remark or disclaimer made by Statutory Auditor & Secretarial Auditor in their report : NIL
• 1. The par ticulars of Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013 are given in Note No.2.71 to the Standalone Financial Statements.
• 1. Particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto :

All the related party transactions entered by the Company during the nancial year 2020-21 are in the ordinary course of business and at arm's length. There is no material contract or arrangement.

• 1. There are no signicant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status and the Company's operations in future.
• 1. Material changes and commitments, affecting the nancial position of the company which have occurred between the end of the nancial year of the company to which the nancial statements relate and the date of the report : NIL.
• 1. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure C".

9. Annual Return :

Annual Return in Form No.: MGT-7 is available at the Company's website www.pricol.com and the weblink there:https://www.pricol.com/Data/annualreport/ANNUAL_RETURN_PRICOL2021.pdf

10. Particulars of Employees :

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as "Annexure D".

1. Disclosures of transactions of the listed entity with any person or entity belonging to the promoter / promoter group which hold(s) 10 % or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results :

Details are given in Note No.2.70 to the Standalone Financial Statements.

1. Number of other board of directors or committees in which a director is a member or Chairperson, including separately the names of the listed entities where the person is a director and the category of directorship :

Disclosed in the Report on Corporate Governance "Annexure E", point no: 2.

1. Detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a conrmation by such director that there are no other material reasons other than those provided :

Mr.Suresh Jagannathan (DIN: 00011326) has resigned from the Board with effect from 10th February 2021 due to his personal business commitments and health reasons and there are no material reasons other than those provided.

14. Business Responsibility Reporting :

Business Responsibility Reporting as required pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD /10/2015 dated 4th November 2015, is annexed herewith as "Annexure F".

1. Details in respect of frauds reported by auditors underSection143(12)of theCompaniesAct,2013:

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143 (12) of the Companies Act, 2013.

1. Key Financial Ratios (Explanations for signicant change i.e. change of 25% or more as compared to the immediately previous nancial year) :

Key Financial Ratios	2020-21	2019-20	% Change	Explanations, if any
i) Debtors Turnover	7.60	6.32	20	Consequent to the
ii) Inventory Turnover	4.71	4.82	(2)	improved operations of
iii) Current Ratio	1.20	0.81	48	the domestic segment
iv) Interest Coverage Ratio	4.39	3.15	40	because of better off take the focus was more
v) Debt Equity Ratio	0.44	0.80	(45)	on improving the various
vi) Operating Prot Margin	5.53	0.11	4,927	elements of working
vii) Net Prot Margin (%) or				capital and total capital emp l o y e d w h i c h i s
sector - specic equivalent ratios, as applicable.	1.09	(18.64)	106	showing results.

1. Details of any change in Return on Net Worth as compared to the immediately previous nancial year along with a detailed explanation thereof:

				` Lakhs
	Particulars 2020-21 2019-20		%	Explanations,
			Change	if any
Return on		(39.81)		As stated in
Net Worth	3.07		108	Point No16.

1. List of all credit ratings obtained by the entity along with any revisions thereto during the relevant nancial year, for all debt instruments of such entity or any xed deposit programme or any scheme or proposal of the listed entity involving mobilisation of funds, whether in India or abroad:

Disclosed under the heading "Finance" in this Report.

• 1. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• 1. There was no instance of one-time settlement with any Bank or Financial Institution.

CORPORATE GOVERNANCE

Your company re-afrms its commitment to good corporate governance practices. The company complies with corporate governance requirements specied in Regulation 17 to 27 and Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whichever applicable.

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as "Annexure E".

Managing Director and Chief Financial Ofcer have certied to the Board with regard to the nancial statements and other matters as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Practicing Company Secretary's Certicate regarding compliance of conditions of Corporate Governance, is made a part of this Directors' Report. All the Board Members and Senior Management personnel have afrmed compliance with the Code of Conduct for the year 2020-21.

CAUTIONARY STATEMENT

Management Discussion and Analysis forming part of this Report is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such statements may be "forward-looking" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied important factors that could make a difference to the Company's operations include economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENTS

The Board takes this opportunity to place on record appreciation to Customers, Distributors, Dealers, Suppliers, Shareholders, Bankers and Government authorities for their continued support and co-operation during the year under review. The Directors also wish to place on record their appreciation to the employees at all levels for their continued co-operation and commitment.

For and on behalf of the Board Vanitha Mohan Chairman DIN:00002168

Coimbatore 26th May, 2021

Form No. MR – 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

Pricol Limited [CIN: L34200TZ2011PLC022194] 109, Race Course, Coimbatore – 641 018

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Pricol Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verication of the Company's books, papers, minute books, forms and returns led and other records maintained by the Company and also the information provided by the Company, its ofcers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the Audit period covering the Financial Year ended 31st March, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns led and other records maintained by the Company for the period ended 31st March, 2021 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 thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (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, 2015;
• c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• d. The Securities and Exchange Board of India (Share based Employee benets) Regulations, 2014 [Not applicable as the Company does not have any Scheme for share based employee benets during the Financial Year under review];
• e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [Not applicable as the Company has not issued and listed any debt securities during the Financial Year under review];
• 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 [Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the Financial Year under review];
• g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [Not applicable as the Equity Shares of the Company have not been delisted during the Financial Year under review];
• h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 [Not applicable as the Company has not bought back / proposed to buy back any of its securities during the Financial Year under review]
• i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

I have relied on the representation made by the Company and its ofcers, relating to systems and mechanisms framed by the Company, for ensuring compliance with the other Laws and Regulations as applicable to the Company.

I have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
• (ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards wherever applicable.

I 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 clarications on the agenda items before the meeting and for meaningful participation at the meeting.

I am informed that there were no dissenting members, on any of the matters, discussed at the Board Meetings during the Financial Year under review, whose views were required to be captured and recorded as part of the minutes.

I further report that based on the information provided by the Company, its ofcers and authorized representatives during the conduct of the audit and on the review of the quarterly compliance reports submitted by the respective department heads and the Company Secretary which is taken on record by the Board of Directors at their meeting(s), I am of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the period covered under the Audit, the Company has not made any specic events / actions having a major bearing on the Company's affairs in pursuance of laws, rules, regulations and guidelines referred to above except issue of Rights shares. 2,70,84,777 equity shares of face value of 1 each at a price of 30 per Rights Equity Share (including a premium of 29 per Rights Equity Share) an amount aggregating up to 8,125.43 Lakhs, to the existing eligible equity shareholders inthe Ratio of 2 Rights Equity Shares for every 7 fully paid-up equity share(s) held by the existing eligible equity shareholders on the record date, that is on November 25, 2020 which were subsequently allotted by the Rights Issue Committee of the Board of Directors of the Company on December 25, 2020.

P. ESWARAMOORTHY AND COMPANY

Company Secretaries

P. Eswaramoorthy

Proprietor

FCS No.: 6510, CP No.: 7069

Place : Coimbatore Date : 26.05.2021

UDIN: F006510C000373349 Peer review Cert.No. 933/2020

«««««

ANNEXURE TO SECRETARIAL AUDIT REPORT OF EVEN DATE ISSUED BY COMPANY SECRETARY IN PRACTICE

To The Members Pricol Limited [CIN: L34200TZ2011PLC022194] 109, Race Course,Coimbatore – 641 018

My Secretarial Audit Report of even date is to be read along with this letter.

• 1. Maintenance of Secretarial Records, devising proper system to ensure compliance with the provisions of all applicable laws and regulations and ensuring that systems are adequate and operate effectively, are the responsibilities of the Management of the Company. My responsibility is to express an opinion on these Secretarial Records based on Audit.
• 1. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verication was done on test basis to ensure that correct facts are reected in Secretarial Records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
• 1. I have not veried the correctness and appropriateness of nancial records and Books of Accounts of the Company.
• 1. Wherever required, I have obtained the Management's representation about the compliance of laws, rules and regulations and happening of events etc.
• 1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verication of procedures on a test basis.
• 1. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efcacy or effectiveness with which the management has conducted the affairs of the Company.

P. ESWARAMOORTHY AND COMPANY

Place : Coimbatore Date : 26.05.2021 Company Secretaries P. Eswaramoorthy Proprietor FCS No.: 6510, CP No.: 7069 UDIN: F006510C000373349 Peer review Cert.No. 933/2020

«««««

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

(as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. Brief outline on CSR Policy of the Company:

Through Pricol's long standing commitment to service to the society, we strive to attain leadership in our business through a socially and environmentally responsible way, while taking care of the interests of our stakeholders.

We work with the primary objective of contributing to the sustainable development of the society and creating a greener and cleaner environment around us. Towards achieving these objectives, Pricol has initiated "We Care", a program which executes various social and environmental development activities in and around its operational locations.

The main objective of Pricol's CSR policy is to lay down guidelines for the community centric activities taken up by Pricol for the sustainable development of the society and the environment around it. In alignment with the vision of the Company, Pricol, through its CSR initiatives, will strive to enhance value to the society and the environment through continuous initiatives. Pricol will directly or indirectly take up projects in and around its operational locations in keeping with the laid out guidelines.

2. Composition of CSR Committee:

S.No	Name of Director	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Mrs. Vanitha Mohan	Chairman	2	2
2	Mr. Vikram Mohan	Managing Director	2	2
3	Mr. K. Ilango	Independent Director	2	2

1. Provide the weblink where Composition of CSR committee, CSR policy and CSR projects approved by the board are disclosed on the website of the company:

CSR Policy	: https://www.pricol.com/Data/policy/CSR-Policy_21.pdf
CSR Committee	: https://www.pricol.com/Data/composition-of-board-commitee.pdf
CSR Reports	: https://www.pricol.com/csr-report.aspx

1. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable, attach the report.

Not applicable.

1. Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, and amount required for set off for the nancial year, if any

| | S.No | Financial Year | Amount available for set-off from
preceding nancial year (in ) | | Amount required to be set off<br>for the nancial year, if any (in) | |
|----|------|----------------------------------------------------------------|--------------------------------------------------------------------------|----------------|----------------------------------------------------------------------|--|
| | 1 | 2020-21 | NIL | | NIL | |
| | | TOTAL | NIL | | NIL | |
| 6. | | Average net prot of the company as per Section 35(5) | : | 25,30,40,684 | | | | 7. | | | (a) Two percent of average net prot of the company as per Section 135(5) | : | 50,60,814 | |
| | | | (b) Surplus arising out of the CSR projects or programmes or activities | | | |
| | | of the previous nancial years | : | Nil | | |
| | | (c) Amount required to be set off for the nancial year, if any | : | Nil | | |
| | | (d) Total CSR obligation for the nancial year (7a + 7b - 7c) | | : | ` 50,60,814 | |

1. (a) CSR amount spent or unspent for the nancial year :

			Amount Unspent (in `)
Total Amount Spent for the Financial Year (in ` )		Total Amount transferred to Unspent CSR Account as per Section 135(6)	Amount transferred to any fund specied under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
53,29,469	NA	NA	NA	NA	NA

(b) Details of CSR amount spent against ongoing projects for the nancial year :

S. No	Name of	Item from the list of activities in Schedule VII to the Act		Local	Location of the project		Project	Amount allocated	Amount spent in the	Amount transferred to Unspent CSR Account	Mode of Implementation	Mode of Implementation Through Implementing Agency
	the Project		area (Yes/ No)		State District	duration	for the project (in ) | current<br>Financial<br>Year<br>(in)	for the project as per Section 135(6) (in `)	Direct (Yes/No)	Name	CSR Registration number

NIL

(c) Details of CSR amount spent against other than ongoing projects for the nancial year :

S.	Name	Item from the list of	Local area	Location of the project		Amount spent	Mode of Implem	Mode of Implementation - Through Implementing Agency
No	of the Project	activities in Schedule VII to the Act	(Yes / No)	State	District	in for the project (in `)	entation - Direct (Yes/No)	Name	CSR Registration number
	Stipend			Tamilnadu	Coimbatore
1	to	Women	Yes	Haryana	Gurugram	36,76,367	No	Yashaswi Academy	CSR000
	NEEM Trainees	Empowerment		Uttarakhand	Pantnagar			for Skills	00192
				Maharashtra	Wardha
2	Construction of Library Building	Education	No	Tamilnadu	Tirupur	13,14,223	No	ND Foundation	CSR000 02400
3	Repairs & Renovation of Government school building	Education	No	Tamilnadu	Tirupur	2,08,339	No	ND Foundation	CSR000 02400
4	Contribution to Sankara Eye Hospital	Health	Yes	Tamilnadu	Coimbatore	68,000	No	ND Foundation	CSR000 02400
5	Facilities for Government schools	Education	Yes	Uttarakhand	Pantnagar	62,540	Yes	NA	NA
	TOTAL					53,29,469

(d) Amount spent in Administrative Overheads	:	Nil
(e) Amount spent on Impact Assessment, if applicable	:	Nil
(f) Total amount spent for the Financial Year (8b+8c+8d+8e)	:	` 53,29,469

(g) Excess amount for set off, if any

S. No.	Particulars	Amount (in `)
(i)	Two percent of average net prot of the company as per Section 135(5)	50,60,814
(ii)	Total amount spent for the Financial Year	53,29,469
(iii)	Excess amount spent for the Financial Year [ (ii) - (i) ]	2,68,655
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	NIL
(v)	Amount available for set off in succeeding Financial Years [(iii)-(iv)]	2,68,655 (Not Availed)

9. (a) Details of Unspent CSR amount for the preceding three nancial years:

S. No	Preceding Financial Year	Amount transferred to Unspent CSR Account	Amount spent in the reporting		Amount transferred to any fund specied under Schedule VII as per Section 135(6), if any
		under Section 135(6) (in ) | Financial<br>Year<br>(in)	Name of the Fund	Amount (in ) | Date of<br>transfer | nancial<br>years<br>(in)

Not applicable

(b) Details of CSR amount spent in the nancial year for ongoing projects of the preceding nancial year(s):

Amount Cumulative Financial spent on amount Total Status Year in the project spent at Name amount of the which in the the end of of allocated Project project – the Project ID S. No reporting reporting the for the duration Completed project Financial Financial Project project / Ongoing was Year Year (in )<br>commenced<br>(in) (in `)

-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Not applicable

1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the nancial year (asset-wise details) :

(a)	Date of creation or acquisition of the capital asset(s)
(b)	Amount of CSR spent for creation or acquisition of capital asset
(c)	Details of the entity or public authority or beneciary under whose name such
	capital asset is registered, their address, etc.	Not applicable
(d)	Provide details of the capital asset(s) created or acquired
	(including complete address and location of the capital asset)

1. Specify the reason(s), if the company has failed to spend two per cent of the average net prot as per Section 135(5). Not Applicable

Coimbatore 6th May 2021

Vikram Mohan Managing Director (DIN: 00089968)

Vanitha Mohan Chairman CSR Committee (DIN: 00002168)

«««««

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Statement pursuant to Section 134(3)(m) of The Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY :

i) the steps taken or impact on conservation of energy :

The following steps were taken on the energy conservation :

• a) Conventional shop oor lights, street lights are being replaced with LED light when the bulbs are due for replacement which save 50% of bulb power.
• b) Apart from replacement, LED bulbs are being purchased for assembly lines machine manufacturing at Central Manufacturing Engineering.
• ii) the steps taken by the company for utilising alternate sources of energy :
• a) Pricol installed 2.62 Mega watt of roof top Solar power for own consumption and generating 37 lakh units per year.
• b) Additional 150 KW roof top solar plant is under proposal at Plant - 2 Gurugram.
• c) Additional 250 KW roof top solar plant is under proposal at Sricity plant.
• d) Third party power purchase from solar plant for Coimbatore plants is under process which will save 36 Lakhs units of our consumption and save ` 80 Lakhs per annum.
• iii) the capital investment on energy conservation equipments:

Energy saving products – ` 3.42 Lakhs

B. TECHNOLOGY ABSORPTION:

• I. Research and Development (R &D)
• (i) Specic areas of R & D :

• The Company has two R & D centres, which are approved by the Department of Scientic and Industrial Research (DSIR), Ministry of Science and Technology, Government of India, New Delhi.

• Established skilled engineering to extend design and services to existing and new customers.

• All new technologies like Thin Film Transistor (TFT) display, Telematics, Intelligent Sensors are developed in-house and managed high degree of localisation content for competitiveness and deployed horizontally for retention & growth to attain market leadership.
• There are 17 inventions led at various jurisdictions in India and abroad. Out of which 11 are granted and remaining are under review. The Company continues to foster innovation for growth, across all product development functions.
• Technology road maps are evolved and constantly driven to sufce the future and the anticipated technological need of all our customers (2 Wheeler, 4 Wheeler, Commercial Vehicle, Off Road Vehicle, etc), so that we mutually benet by localizing design, development and manufacturing.
• Recently developed TFT technologies to protect from market disruption with current LCD technology and future ready to penetrate Instrument Cluster technology to all our customers.
• Instrument cluster with TFT display is being developed with various platforms to support constantly changing demand from our customers with the increasing display size and vehicle technology requirements for Safety & Security.
• Developed various versions of Connected Cluster with Bluetooth to satisfy need of our customers ranging from 2 Wheeler, 4 Wheeler, Commercial Vehicle, Off Road Vehicle, etc.
• Aggressive, systematic and structured value engineering initiatives taken to minimize wastages and to improve Productivity, Cost & Quality to sustain.
• We have in-house state-of-the-art Tear down and Bench marking facilities for learning & delivery with Adopt, Adapt and Evolve approach to support our R & D activities across the products.
• Operationalised Hardware in Loop (HIL) and Software in Loop (SIL) system with reusable test cases to improve the Functional & Software quality of instrument cluster.

• Recently developed & productionised Integrated Telematics systems with 4G / LTE, Wi-Fi & Bluetooth.
• Developed Fuel pump module which is required for supply of fuel from fuel tank to engine in fuel injection system required to comply for BS VI emission requirements. Implemented in mass production for TVS Motor Company Limited & HMC MM Auto Limited customers. Earlier, Fuel Pump Module with PMDC technology developed & currently BLDC technology is under development to enhance reliability.
• Since all OEMs started concentrating on development of Electrical Vehicles, we have star ted developing all products directly connected with internal combustion engine to independently Electrically / Electronically driven.

(ii) Benets derived from R & D :

• Won Car cluster business in domestic market & horizontally applied across passenger vehicle models and vehicle platforms.
• Attained market leadership in 2 Wheeler, Commercial Vehicle and Off Road Vehicle segments with high end technology products with more features replacing legacy technology.
• Products with new high-end technology helped to achieve stiff target quality PPM with enhanced reliability goals.
• Helped us to design in optimized way by using reusable functional models and thus to reduce time to market and enhance quality.
• Tear down and Bench marking study helped to learn emerging technology, new process, new features & cost optimization.
• Prompted for Intellectual Property Rights (IPR) and triggered innovation to adopt with acceleration.
• Helping us to be a market leader in the Technology driven products like Driver Information Systems, Sensors, Telematics & Fuel Pumps.

(iii) In-house R & D and Future plan of action :

• Continuously driving advanced Technology development to meet customer demand for next 3 years across all R&D verticals like Driver Information System (DIS), Sensors, Telematics, Pumps, Valves & Mechanical Products.

• We are evaluating and adopting global engineering process (ex. ASPICE) to enhance product quality of all our electronic products.

Expenditure on R & D 2020-21	(` Lakhs)
Capital	151.56
Revenue	2,253.11
Total	2,404.67

R & D expenditure as a percentage of sales 1.80 %

• II. Technology Absorption, Adaptation and Innovation Imported Technology :
• a. The Company had explored & nalized with Wenzhou H u i r u n E l e c t r i c a l Ma c h i n e r y Co . L t d ., (ACHR), China, in 2017-18 and JH, China in 2019 for supply of Fuel Pump & Pressure Regulator as products & child parts. Fuel Pump Module using these Pumps and Regulators designed, developed and productionised from December 2019 to various 2 Wheeler OEMs in India.
• b. The Company had entered into a technology partnership with Dongguan Shenpeng Electronics Co. Ltd., China for introduction of Electric Coolant Pump (ECP) in India in 2017-18. These pumps are used for all Electric Vehicles (EV), Hybrids and ICEs. These pumps have been offered to both domestic & international OEMs for their new projects for vehicle level testing. Customers have completed testing and working for mass production release. Expecting mass production from second half of 2021-22.
• c. The Company had explored & nalized with PVCMT, India, in 2020-21 for exclusive supplier for (Brush Less DC Motor ) type Fuel Pump.
• d. We are constantly adding Technology Partners (both for capacity & technological augmentation)to support and enhance in-house product development capabilities.
• e. Technology licensing agreement with Kerdea Technologies Inc, USA for the manufacture of Oxygen Sensor for Internal Combustion Engines was cancelled.
• C. FOREIGN EXCHANGE EARNINGS AND OUTGO During the year, the Company's foreign exchange earnings were 8,713.69 Lakhs ( 8,152.18 Lakhs in 2019-20). The revenue expenditure in foreign currency was 42,017.99 Lakhs ( 21,486.36 Lakhs in 2019-20) and the capital expenditure was 92.45 Lakhs ( 816.48 Lakhs in 2019-20). The Company will continue its efforts to enhance the export sales.

«««««

Particulars of Remuneration of Directors and Employees pursuant to Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the nancial year

S.No	Name of the Director	No.of Meetings attended	Ratio *	S.No	Name of the Director	Ratio #
1	Mr. Suresh Jagannathan	8	0.46	1	Mrs. Vanitha Mohan,	46.93
2	Mr. R. Vidhya Shankar	29	1.15		Chairman
3	Mrs. Sriya Chari	14	0.86	2	Mr. Vikram Mohan,	72.69
4	Dr. S.K. Sundararaman	17	0.68		Managing Director
5	Mr. P. Shanmugasundaram	18	0.86	3	Mr. V. Balaji Chinnappan,	19.38
6	Mr. K. Ilango	16	0.68		Chief Operating Ofcer
7	Mr. Navin Paul (From 22-Oct-2020)	4	0.46

* Due to Covid, as per Board's decisions, remuneration to Non - Executive Directors were paid only for the meetings attended from1st October 2020 to 31st March, 2021.

• Due to Covid, as per Board's decision Chairman & Managing Director did not receive Salary, Perquisites etc., during 1st April 2020 to 30th September 2020 and Chief Operating Ofcer also had Salary cut.

• (ii) The percentage increase in remuneration of each Director, Chief Financial Ofcer (CFO), Chief Executive Ofcer (CEO), Company Secretary (CS) or Manager, if any, in the nancial year

			No. of meeting attended	% Increase / (Decrease)
S.No	Name of Non Whole Time Director	2020-21	2019-20	in remuneration
1	Mr. Suresh Jagannathan	8	8	(10)
2	Mr. R. Vidhya Shankar	29	25	—
3	Mrs. Sriya Chari	14	18	(11)
4	Dr. S.K. Sundararaman	17	14	(19)
5	Mr. P. Shanmugasundaram	18	16	(8)
6	Mr. K. Ilango	16	6	111
7	Mr. Navin Paul (From 22-Oct-2020)	4	NA	NA

S.No	Name of Whole Time director/CFO/CEO/CS	% Increase / (Decrease) in remuneration
1	Mrs. Vanitha Mohan, Chairman	23
2	Mr. Vikram Mohan, Managing Director	5
3	Mr. V. Balaji Chinnappan, Chief Operating Ofcer	(6)
4	Mr. K. Ramesh, (CFO) (Upto 10th February 2021)	(5)
5	Mr. P. Krishnamoorthy (CFO) (From 11th February 2021)	NA
6	Mr. T. G. Thamizhanban (CS)	(3)

Whole-Time Directors receive remuneration by way of Salary, Allowances, Perquisites and Benets (xed component) and commission on net prot (variable component), as approved by shareholders. Non-Whole Time Directors receive remuneration by way of sitting fees and commission on net prot, which will be paid broadly on the basis of Board Meetings and Committee Meetings attended by them.

• (iii) The percentage increase / (decrease) in the median remuneration of employees in the nancial year : (10 %)
• (iv) The number of permanent employees on the rolls of Company : 1,770
• (v) Average percentile increase / (decrease) already made in the salaries of employees other than the managerial personnel in the last nancial year and its comparison with the percentile increase in the managerial remuneration and justication thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration : (9)
• (vi) The key parameters for any variable component of remuneration availed by the directors : The Directors are not eligible for any variable compensation other than Commission as per the provisions of the Act.
• (vii) We afrm that the remuneration paid to Directors and Key Managerial Personnel is as per the remuneration policy approved by the Board of Directors of the Company.

(viii) Statement of top Ten employees in terms of remuneration drawn and the name of every employee receiving remuneration not less Eight lakh and Fifty thousand rupees per month:

Name & (Age)	Designation (Nature of Duties)	Gross Remuneration (` Lakhs)	Qualication & Experience (Years)	Date of Commencement of Employment	Last Employment
Mrs.Vanitha Mohan Chairman (Internal (68)	Audit and Corporate Social Responsibilities)	131.10	Commerce Graduate with PG Diploma in Business Management (35)	1st June1999	---
Mr. Vikram Mohan (46)	Managing Director (Strategy, Finance, Customer Relationship Management and PR)	203.06	Bachelor of Engineering (Production Engineering) (25)	7th November 2011	Pricol Corporate Services Limited
Mr. PM Ganesh (52)	Chief Marketing Ofcer (Responsible for Business Development)	59.70	BE, MBA (33)	17th January 2013	Lucas TVS Limited
Mr. Tarun Tandon (48)	Senior General Manager (Responsible for Operations – Plant II, Plant VII & Plant IX)	57.50	BE.,SMP, DMM (27)	16th October 2009	Mahle Filter Systems India Limited
Mr. V. Balaji Chinnappan (56)	Vice President & Head Operations (Responsible for Operations of all Plants)	54.14	BE, MBA (34)	9th April 2007	Roots Industries Limited
Mr. K. Ganesh (38)	Head - Pricol Limited Japan, Overseeing Business Development activities at Japan.	49.07	MS (Information Technology) (13)	1st March 2011	Denso Corporation Japan
Mr. Premramesh (50)	General Manager (Responsible for Manufacturing Engineering)	43.51	BE (30)	8th September 2016	Tractors & Farm Equipment Limited
Mr. K.Ramesh (60)	Chief Finance Ofcer (Responsible for Finance)	43.27	B.Com., ICWA (40)	18th January 2019	Yazaki India (P) Limited
Mr. Kanakaraju.K (52)	General Manager (Responsible for Mechanical Products Design)	41.47	BE (31)	28th August 2015	Rane TRW Steering System s Private Limited
Mr. Dinesh Govind Dodmane (47)	General Manager (Responsible for Electronics Products Design)	39.19	BE (22)	6th February 2020	Tata Motors Limited

1. Mrs.Vanitha Mohan and Mr.Vikram Mohan are related to each other. Mrs.Vanitha Mohan is Mr.Vikram Mohan's Mother.

2. 1. Mrs.Vanitha Mohan and Mr.Vikram Mohan owns more than 2% of the equity shares of the Company as on 31st March 2021.
3. 1. Gross remuneration comprises salary, commission, allowances, monetary value of perquisites and the Company contribution to provident fund, gratuity fund and superannuation fund.
4. 1. No person has received remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

«««««

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE :

Company's Philosophy on Corporate Governance envisages striving for excellence in all facets of its operations through socially and environmentally acceptable means. The Company wants to be a responsible corporate citizen and share the benets with society and also will make its customers, employees, suppliers and shareholders feel proud of their association with the Company through highest level of fairness and transparency in its dealings.

2. BOARD OF DIRECTORS:

a. Composition of the Board:

As on 31st March 2021, the Company's Board comprised of 9 Directors. The Board consists of 3 (33%) Executive Directors of whom one is a Woman Director and 6 (67%) Non-Executive Directors, of whom all are Independent Directors of whom one is a Woman Director. Details are given in the table below:

The members of the Board are well-experienced professionals and industrialists. The day-to-day management and affairs are handled by Mr.Vikram Mohan, Managing Director, subject to the supervision, control and direction of the Board of Directors and is supported by Mrs.Vanitha Mohan, Chairman and Mr. V. Balaji Chinnappan, Chief Operating Ofcer. The composition of the Company's Board is in conformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

		Category	Attendance Particulars		No. of Committee Positions including Pricol Limited				No. of shares
Name of the Director	DIN		Board	Last		Member		Chairman	held
			Meeting	AGM	*	#	*	#
Mr. R. Vidhya Shankar	00002498	Non-Executive – Independent	7	✓	3	6	1	3	—
Mrs. Sriya Chari	07383240	Non-Executive – Independent	6	✓	1	3	—	—	—
Dr. S.K. Sundararaman	00002691	Non-Executive – Independent	7	✓	7	10	—	—	—
Mr. P. Shanmugasundaram	00119411	Non-Executive – Independent	7	✓	3	5	3	—	—
Mr. K. Ilango	00124115	Non-Executive – Independent	7	✓	1	3	—	—	9,547
Mr. Navin Paul (w.e.f 22-Oct-2020)	00424944	Non-Executive – Independent	3	NA	1	1	—	—	—
Mrs. Vanitha Mohan Chairman	00002168	Executive Promoter	7	✓	2	3	—	1	57,31,468
Mr. Vikram Mohan Managing Director	00089968	Executive Promoter	7	✓	1	2	—	—	76,25,506
Mr. V. Balaji Chinnappan Chief Operating Ofcer	08014402	Executive	7	✓	—	—	—	—	—

b. Category of Directors, Attendance and Committee Membership :

Mr. Suresh Jagannathan, Independent Director resigned from the Board with effect from 10 th February 2021.

As detailed in the table above, none of the directors is a member of more than Ten Board level Committees of public companies in which they are Directors nor a Chairman of more than ve such Committees.

* As per Regulation 26 of the SEBI LODR, only Chairman / Member of Audit Committee and Stakeholders Relationship Committee considered.

Statutory Committees referred under SEBI LODR and Companies Act, 2013 were considered.

		No. of Directorship in other Companies
Name of the Director	Public Company	Private Company	Foreign Company	Name of other Listed Company (s)	Category of directorship in that Listed Company(s)
Mr. R. Vidhya Shankar	2	—	—	1. L G Balakrishnan & Bros Limited	1. Independent Director
Mrs. Sriya Chari	1	2	—	1. India Motor Parts & Accessories Limited	1. Independent Director
Dr. S.K. Sundararaman	6	6	—	1. Shiva Mills Limited 2. Shanthi Gears Limited 3. Shiva Texyarn Limited	1. Director 2. Independent Director 3. Managing Director
Mr. P. Shanmugasundaram	2	—	—	1. L G Balakrishnan & Bros Limited 2. LGB Forge Limited	1. Independent Director 2. Independent Director
Mr. K. Ilango	3	2	—	1. Rajshree Sugars & Chemicals Limited	1. Independent Director
Mr. Navin Paul (w.e.f 22-Oct-2020)	2	1	—	1. I P Rings Limited	1. Independent Director
Mrs. Vanitha Mohan	—	2	—	Nil	NA
Mr. Vikram Mohan	5	5	2	Nil	NA
Mr. V. Balaji Chinnappann	—	—	—	Nil	NA

c. No. of Directorship in other Companies including the Name of Listed Companies :

Mr. Suresh Jagannathan, Independent Director resigned from the Board with effect from 10th February 2021.

d. Mrs. Vanitha Mohan and Mr. Vikram Mohan are related to each other. Mrs. Vanitha Mohan is mother of Mr.Vikram Mohan. No other directors are related to each other.

e. A chart or a matrix setting out the skills / expertise / competence of the Board of Directors:

To carry out the duties and responsibilities of a director in the Company, following skills / expertise / competence of the Board of Directors were identied and the names of the Directors who possess the skills/expertise / competence:

						Knowledge, Skills and Experience
Board Members	Years on Board	Board Experience & Governance	Strategic Planning	Risk and compliance oversight	Financial Knowledge	Auto Component Industry Exposure	Business Management	Human Resource Management	Compliance & Legal Management	Integrity Ethics	and negotiator Inuencer	innovative thinker Critical and	Leadership	Gender	Age	Previous board experience	Qualication Mix	Executive / Non Executive	Promoter / Non Promoter
Skills (Governance – G Industry - I Personal - P Others - O)		G	G	G	G	I	I	I	I	P	P	P	P	O	O	O	O	O	O
Essential (E) / Desirable (D)		E	E	E	E	D	E	D	D	E	E	E	E	D	D	D	D	D	D
Mrs. Vanitha Mohan	22	✓	✓	✓	✓	✓	✓	✓	—	✓	✓	✓	✓	F		68 ✓	B.Com, PGDPM	E	P
Mr. Vikram Mohan	12	✓	✓	✓	✓	✓	✓	✓	—	✓	✓	✓	✓	M		46 ✓	BE	E	P
Mr. V. Balaji Chinnappan	2	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓	M		56 ✓	BE.,MBA	E	NP
Mr. R. Vidhya Shankar	16	✓	✓	✓	✓	—	✓	—	✓	✓	✓	✓	✓	M		51 ✓	BL	NE NP
Mrs. Sriya Chari	5	✓	✓	✓	✓	✓	✓	✓	—	✓	✓	✓	✓	F	47 ✓		B.Com, MBA	NE NP
Dr. S.K. Sundararaman	3	✓	✓	✓	✓	—	✓	✓	—	✓	✓	✓	✓	M	48	✓	MBBS, MBA	NE NP
Mr. P. Shanmugasundaram	2	✓	✓	✓	✓	✓	✓	—	✓	✓	✓	✓	✓	M		72 ✓	B.Com, LLB.,FCA NE NP
Mr. K. Ilango	2	✓	✓	✓	✓	✓	✓	✓	—	✓	✓	✓	✓	M		56 ✓	BE		NE NP
Mr. Navin Paul	0.5	✓	✓	✓	✓	✓	✓	—	—	✓	✓	✓	✓	M	63 ✓		B.Sc., MBA	NE NP

• f. Board conrms that in the opinion of the Board, the Independent Directors fulll the conditions specied for Independent Directors in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.
• g. Mr. Suresh Jagannathan, Independent Director, had resigned during the year 2020-21 with effect from 10th February, 2021.
• h. The Company conducts familiarisation programmes for the Independent Directors and the details of such programmes have been disclosed on the website of the C o m p a n y a n d t h e w e b l i n k t h e r e t o i s https://www.pricol.com/Data/policy/Familiarisati on-Programme-for-Independent-Directors-March-2021.pdf. An exclusive meeting of the Independent Directors of the Company was held on 10th February 2021 without the attendance of the Non-Independent Directors and members of the management to discuss inter alia the matters specied under Schedule IV of the Companies Act, 2013.

i. Board Meetings :

The Company, in consultation with the Directors, prepares and circulates a tentative annual calendar for the meetings of the Board and Audit Committee in order to assist the Directors in planning their schedules to participate in the meetings.

During the year 2020-21, the Board met 7 times on 29th June 2020, 29th July 2020, 31st August 2020, 4th September 2020, 22nd October 2020, 19th November 2020 and10th February 2021.

As per Section 73 of Companies Act, 2013 the gap between two Board Meetings should not exceed 120 days. Due to COVID-19, MCA vide their Circular No 11/2020 dated 24th March 2020 relaxed the above gap between two meetings. The gap between the meeting dated 12th February 2020 and 29th June 2020 exceeded 120 days.

j. Brief note on Directors seeking appointment / re-appointment at the ensuing AGM :

Shareholders at the meeting held on 22nd August 2018, appointed Mrs. Vanitha Mohan, as Chairman for Period of three Years, 1st April 2018 to 31st March 2021. The Board re-appointed her as Chairman, for period of three years with effect from 1st April 2021 to 31st March 2024. The Board recommends the re-appointment.

Mr. Navin Paul was appointed as the Additional Director (Independent) of the Company by the Board of Directors at its meeting held on 22nd October 2020 and whose term of ofce expires at this ensuing Annual General Meeting ('AGM'). The Board recommends the appointment of Mr. Navin Paul as an Independent Director of the Company to hold ofce for a term of 5 (ve) consecutive years commencing from 22nd October 2020 to 21st October 2025.

Mr. V. Balaji Chinnappan, Director is retiring at the ensuing Annual General Meeting. He is eligible and offers himself for re-appointment. The board recommends the re-appoinment.

Brief resume, nature of expertise in specic functional areas, disclosure of relationships between director inter-se, names of listed entities in which the person also holds the directorship and the membership of Committees of the board and their shareholding in the Company, of the aforesaid director(s) seeking appointment / re-appointment at the ensuing AGM, were given in the Notice of the Annual General Meeting.

3. AUDIT COMMITTEE:

a. The Committee is mandated with the same terms of reference as specied in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also conforms to the provisions of Section 177 of the Companies Act, 2013. The web link of the Audit Committee Charter is https://www.pricol.com/Data/policy/Audit CommitteeCharter.pdf

		Date of Meeting / Members present
Name of the member	Category	29-Jun-20	29-Jul-20	31-Aug-20	22-Oct-20	10-Feb-21
Mr. P. Shanmugasundaram	Non-Executive -	✓	✓	✓	✓	✓
(Chairman)	Independent
Mr. R. Vidhya Shankar	Non-Executive -	✓	✓	✓	✓	✓
	Independent
Mrs. Sriya Chari	Non-Executive -	—	✓	✓	✓	✓
	Independent
Dr. S. K. Sundararaman	Non-Executive -	✓	✓	✓	✓	—
	Independent
Mrs. Vanitha Mohan	Executive -	✓	✓	✓	✓	✓
	Promoter

b. Composition, Name of Members / Chairman, Meetings held and Members present during the year 2020-21.

c. The Company Secretary acts as the Secretary to the Committee. Director Finance, Chief Financial Ofcer, Chief Marketing Ofcer, Internal Audit team and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee. The heads of various monitoring / operating departments are invited to the meetings, as and when required to explain details about the operations.

4. NOMINATION AND REMUNERATION COMMITTEE :

• a. The Committee shall formulate the criteria for determining qualications, positive attributes and independence of a Director and recommend to the Board a policy, relating to remuneration for the Directors, Key Managerial Personnel and other employees.
• b. The Committee shall identify the persons who are qualied to become Directors / Senior Management Personnel of the Company in accordance with the criteria laid down, recommend to the Board their appointment, the remuneration including commission, perquisites and benets payable to the Directors and their removal. It shall also carry out the evaluation of every Director's performance.

		Date of Meeting / Members present
Name of the member	Category	10-Jun-20	3-Jul-20	22-Oct-20	11-Jan-21	10-Feb-21
Mr. R. Vidhya Shankar	Non-Executive	✓	✓	✓	✓	✓
(Chairman)	- Independent
Mrs. Sriya Chari	Non-Executive	—	✓	✓	✓	✓
	- Independent
Mr. P. Shanmugasundaram	Non-Executive	✓	✓	✓	✓	✓
	- Independent

c. Composition, Name of Members / Chairman, Meetings held and Members present during the year 2020-2021:

d. Nomination and Remuneration Policy :

In pursuance of the Company's policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the policy on the Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.

The Objectives of the Policy are:

• I. To guide the Board in relation to the appointment and removal of Directors, Key Managerial Personnel and Senior Management.
• II. To evaluate the performance of the Directors, Key Managerial Personnel and Senior Management and provide necessary reports to the Board for their further evaluation.
• III. To recommend the remuneration payable to the Directors, Key Managerial Personnel and Senior Management.
• IV. To provide to the Key Managerial Personnel and Senior Management, rewards linked directly to their effort, performance, dedication and achievement in relation to the Company's operations.
• V. To attract, retain, motivate and promote talent and to ensure the long term sustainability of talented managerial persons and create a competitive advantage.
• VI. To devise a policy on Board diversity.
• VII. To develop a succession plan for the Board and to regularly review the plan.

The Nomination and Remuneration policy of the Company has been disclosed on the website of the Company and the web link thereto is https://www.pricol.com/Data/policy/NRC_policy_20.pdf

e. Performance evaluation criteria for Independent Directors :

Performance of Independent Directors has to be evaluated by the Board of Directors, based on the following criteria:

• I. Evaluation Criteria laid down under Nomination and Remuneration Policy.
• II. Code of Conduct as laid down by the Board and
• III. Code of Independent Directors prescribed in Schedule IV read with Section 149 (8).

5. REMUNERATION TO DIRECTORS :

The remuneration payable to the Executive Directors is determined by the Board on the recommendation of the Nomination and Remuneration Committee with the approval of the shareholders at the Annual General Meeting. The Company pays remuneration by way of Salary, Allowances, Perquisites and Benets (xed component) and commission (variable component) to its Executive Directors.

The sitting fees and commission will be distributed broadly on the basis of Board Meetings and Committee Meetings attended by the Non-Executive Directors. The company has not provided any Stock Options to any of its directors and employees.

The remuneration paid / payable to the Executive Directors for the year 2020 - 21 :	` Lakhs
-------------------------------------------------------------------------------------	---------

Name of the Director	Designation	Service Contract	Salary, perquisites & benets (Gross)# Commission		Total
Mrs. Vanitha Mohan	Chairman	1st April 2018 to	59.04	72.06	131.10
		31st March 2021
Mr. Vikram Mohan	Managing	1st April 2019 to	106.99	96.07	203.06
	Director	31st March 2022
Mr. V. Balaji Chinnappan	Chief Operating	15th June 2019 to	54.14	—	54.14
	Ofcer	31st March 2022

Due to Covid, as per Board's decision Chairman & Managing Director did not receive Salary, Perquisites etc.,during 1st April 2020 to 30th September 2020 and Chief Operating Ofcer also had Salary cut .

The remuneration paid / payable to the Non-Executive Directors for the year 2020-2021 and the shares held by them are given below : ` Lakhs

Name of the Non - Executive Director	Commission #	Sitting Fees #	No of Shares held on 31st March 2021
Mr. Suresh Jagannathan*	0.65	0.65	35,000
Mr. R. Vidhya Shankar	1.60	1.60	—
Mrs. Sriya Chari	1.20	1.20	—
Dr. S.K. Sundararaman	0.95	0.95	—
Mr. P. Shanmugasundaram	1.20	1.20	—
Mr. K. Ilango	0.95	0.95	9,547
Mr. Navin Paul	0.65	0.65	—

* Mr. Suresh Jagannathan resigned from the Board with effect from 10th February 2021.

Sitting fees & Commission for the Independent Directors were paid for the Board and Committee meetings attended during the period 1st October, 2020 to 31st March, 2021. No sitting fees & Commissions were paid for the meetings attended during period 1st April, 2020 to 30th September, 2020.

The Company had availed the services of Mr. R.Vidhya Shankar, Advocate who is a Non-Executive-Independent Director, in his professional capacity and paid ` 20 Lakhs. The said transaction value does not exceed ten per cent of the gross turnover of his legal rm.

6. STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Committee comprises of Mrs.Vanitha Mohan, Mr.Vikram Mohan, Mr.R.Vidhya Shankar and Dr. S.K. Sundararaman. The Committee approves the issue of new / duplicate share certicates.

The Committee oversees and reviews all matters connected with share transfers / transmission / demat /remat / issue of share certicates and other issues pertaining to shares. The Committee specically look into the various aspects of interest of shareholders / stakeholders. The Committee also looks into the investor relations / grievances and redressal of the same, on a periodical basis.

The Committee met 5 times during the year on 3rd April, 2020, 3rd August 2020, 25th September 2020, 11th December 2020 and 26th March 2021. Mr. Vidhya Shankar chaired all the meetings. Mr. T. G. Thamizhanban, Company Secretary is the Compliance Ofcer.

During the year, 9 letters were received as complaint from the investors regarding non-receipt of dividend warrants / annual reports / share certicates etc., and all of them were replied / resolved to their satisfaction. No transfer / dematerialisation / investor complaints are kept pending.

Year	Date & Time	Special Resolution	Location
2018	22nd August 2018	a. Appointment and Remuneration to	Chamber Hall,
– 7th AGM	4.30 PM	Mrs. Vanitha Mohan, Chairman	Chamber Towers,
		b. Authorisation for Conversion of Loans of the	8/732, Avinashi Road,
		Company into Equity Shares as per Loan	Coimbatore – 641 018
		agreement
2019	29th August 2019	a. Re-appointment and Remuneration to	'ARDRA',
– 8th AGM	4.30 PM	Mr. Vikram Mohan, Managing Director	North Huzur Road
		b. Appointment and Remuneration to	(Near Anna Statue),
		Mr. V. Balaji Chinnappan, Chief Operating Ofcer	Coimbatore – 641 018
		c. Appointment of Mr. P. Shanmugasundaram
		as an Independent Director
		d. Sale of Subsidiary Company (s)
2020	16th September 2020	a. Re-appointment of Mrs. Sriya Chari	Through video
– 9th AGM	3.00 PM	as an Independent Director	conference (VC)

7. GENERAL BODY MEETINGS :

•	Court convened meeting of the members held during the year 2020-21	:	NIL
•	Special resolution passed during the year 2020-21, through postal ballot	:	NIL

• Person who conducted the postal ballot exercise : NA
• During 2021-22, there is no proposal to conduct postal ballot to pass any special resolution.

8. MEANS OF COMMUNICATION :

The quarterly / annual nancial results of the Company are published in the Economic Times (English), Business Line (English), New Indian Express (English), The Hindu (Tamil) and Daily Thanthi ( Tamil). The nancial results and the annual reports of the Company are uploaded on the Company's website: www.pricol.com and on the Stock Exchange websites: www.bseindia.com and www.nseindia.com.

Management Discussion & Analysis forms part of the Annual Report.

9. GENERAL SHARE HOLDER INFORMATION :

a. Annual General Meeting
Date & Time	:	Thursday, 19th August, 2021, 3.00 p.m.
Venue	:		Company is conducting meeting through VC / OAVM pursuant to the MCA Circular dated 13th January 2021 & SEBI Circular dated 15th January 2021and as such there is no requirement to have a venue for the AGM. For details please refer to the Notice of this AGM.
b. Financial Year	:	1st April 2020 to 31st March 2021
c. Date of Book Closure / Record
Date	:	Not Applicable
d. Financial Calendar	:	Financial Reporting for the quarter ended		Financial Calendar
		30th June, 2021	Between 15th July and 14th August 2021
		30th September, 2021		Between 15th October and 14th November 2021
		31st December, 2021		Between 15th January and 14th February 2022
		31st March, 2022	Between 15th April and 30th May 2022
e. Particulars of Dividend	:	No Dividend has been recommended for the Financial Year 2020-21.
f. Listing on Stock Exchanges	:	National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051		BSE Limited, Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai – 400 001
g. Stock Code	:	National Stock Exchange of India Limited		: PRICOLLTD
		BSE Limited		: 540293
h. International Security
Identication Number (ISIN)	:	INE726V01018
i. Listing and Custodial Fee	:	For the year 2021-22: i) BSE Limited, were paid. ii) Custodial Fees	Central Depository National Securities Depository Limited, were yet to be paid.	Annual Listing Fees to National Stock Exchange of India Limited and Services (India) Limited and

j. Stock Market Data :

			National Stock Exchange of India Limited		BSE Limited
Month	Price () | | | CNX-500 (Points) | | Price ()		BSE-Small Cap (Points)
	High	Low	High	Low	High	Low	High	Low
April-20	53.80	32.80	8041.05	6619.55	53.75	32.85	11204.15	9379.26
May-20	45.00	36.00	7834.05	7234.45	45.75	36.55	11031.00	10348.83
June-20	44.00	37.00	8699.55	7839.15	43.65	37.55	12801.11	11032.21
July-20	52.00	36.10	9180.70	8466.70	52.20	36.00	13076.38	12363.73
August-20	55.75	37.35	9747.05	8925.05	55.55	37.05	15132.57	13043.93
September-20	53.05	41.05	9640.95	8933.95	53.00	41.00	15461.62	14115.44
October-20	64.45	43.40	9822.95	9423.80	64.00	41.70	15213.54	14589.98
November-20	62.75	47.25	10804.10	9524.20	62.65	47.20	16912.34	14758.50
December-20	55.35	45.00	11548.35	10734.30	55.40	43.65	18137.85	16387.53
January-21	53.50	45.90	12167.95	11273.55	53.80	45.85	19085.82	17882.62
February-21	71.45	47.90	12724.55	11304.00	71.40	48.00	20321.33	17912.40
March-21	77.10	60.00	12816.15	11939.00	77.15	60.00	21419.84	19726.12

k. Registrar and Transfer Agents :

For Physical transfer and Dematerialisation of shares :

The Company has appointed M/s. Integrated Registry Management Services Private Limited, 2nd Floor, "KENCES" Towers, No.1, Ramakrishna street, North Usman Road, T.Nagar, Chennai - 600 017 as Common Transfer Agent for all aspects of investor servicing relating to shares in both physical and demat form.

l. Share Transfer System :

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. Physical shares received for dematerialization are processed and completed within the stipulated time, if the documents are complete in all respects. The Company obtains from M/s. S.Krishnamurthy & Co., Company Secretaries, Chennai the following certicates :

• a. Pursuant to Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, on half yearly basis, for due compliance of share transfer formalities by the Share Transfer Agent of the Company.
• b. Pursuant to SEBI (Depositories and Participants) Regulations, 2018, on quarterly basis, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the total issued / paid up capital of the Company.

m. Distribution of Shareholding as on 31st March 2021 :

Shares held by	No of Holders*	No of Shares*	% of Total Paid-up Capital
1 to 500	31,777	45,12,552	3.70
501 to 1000	3,779	30,31,180	2.49
1001 to 2000	2,226	33,89,176	2.78
2001 to 3000	901	22,97,069	1.89
3001 to 4000	415	14,69,566	1.21
4001 to 5000	348	16,12,927	1.32
5001 to 10000	673	48,89,843	4.01
10001 and above	616	10,06,79,185	82.60
Total	40,735	12,18,81,498	100.00

* Based on PAN consolidation

n. Dematerialisation of shares and liquidity as on 31st March 2021:

Shares of the Company can be held and traded in Electronic form. As stipulated by SEBI, the shares of the Company are accepted in the Stock Exchanges for delivery only in dematerialised form.

	Particulars	No of Holders	% of Holders	No of Share	% of Total Paid-up Capital
i.	National Securities Depository Limited (NSDL)	22,826	54.85	9,15,34,676	75.10
ii.	Central Depository Services (India) Limited (CDSL)	18,230	43.81	2,90,48,111	23.83
	Demat Form ( i + ii )	41,056	98.66	12,05,82,787	98.93
iii.	Physical Form	558	1.34	12,98,711	1.07
	Total ( i + ii + iii )	41,614	100.00	12,18,81,498	100.00

o. Transfer of Unclaimed Shares to Demat Account:

In terms of the Listing Agreement entered with the Stock Exchanges, intimations have been sent to the shareholders to claim the unclaimed shares. Even after the reminders some of the shares have not been claimed by the Shareholders and as per clause 5A of the Listing Agreement entered with the Stock Exchanges these shares have been kept in a separate Demat Account opened for this purpose. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Particulars		No of Shareholders	No of Shares
Opening Transferred from Unclaimed Shares Suspense	a	764	10,77,370
account upto 31st March 2020	b	491	7,09,590
Closing Balance as on 31st March 2020	c = a - b	273	3,67,780
Claimed during the year 2020-21 Transferred from Unclaimed Shares Suspense		14	22,210
account during the year 2020-21	d	14	22,210
Closing Balance as on 31st March 2021	e = c - d	259	3,45,570

The shareholders are requested to contact the Registrar and Share Transfer Agent for claiming the shares.

p. As on 31st March 2021, there are no Outstanding GDRs /ADRs / Warrants or any Convertible Instruments.

q. Commodity price risk or foreign exchange risk and hedging activities : Refer to Note No.2.55 to the

standalone Financial Statements.

r. Plant locations :

Plant I	Plant V	Plant X
132, Mettupalayam Road,	Global – Raisoni, Industrial Park,	650, Benjamin Road,
Perianaickenpalayam,	Gat No.180-187, Alandi-Markal Road,	Sri City – 517 646
Coimbatore – 641 020,	Phulgaon, Haveli Taluka,	Andhra Pradesh, India
Tamilnadu, India.	Pune – 412 216, Maharashtra, India
Plant II	Plant VII
Plot No.34 & 35, Sector 4,	Plot no 45, Sector 11,Integrated Industrial Estate,
IMT Manesar, Gurugram – 122 050,	Pantnagar, SIDCUL, Rudrapur – 263 153,
Haryana, India	Uttarakhand, India
Plant III	Plant IX
4/558, Mettupalayam Road,	Plot No-120,
Chinnamathampalayam,	Sector – 8,
Billichi Village, Press Colony Post,	IMT Manesar,
Coimbatore – 641 019,	Gurugram – 122 050,
Tamilnadu, India	Haryana, India

s. Address for correspondence:

Registrar & Transfer Agents Integrated Registry Management Services Private Limited, Unit : Pricol Limited 2nd Floor, "Kences Towers", No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai – 600 017, India Phone : +91 44 28140801 – 03 Fax : +91 44 28142479 E mail : srirams@integratedindia.in

Company

Pricol Limited, Secretarial Department 109, Race Course, Coimbatore – 641 018, India. Phone : +91 422 4336238 / 6272 E mail : cs@pricol.com / investor@pricol.com

• t. Website address : www.pricol.com
• u. Name of the Compliance Ofcer : Mr. T.G.Thamizhanban, Company Secretary

10. DISCLOSURES :

• a. The Company has not entered into any materially signicant related party transactions that may have potential conict with the interest of the Company at large. Details of transactions with related parties are provided in Note No. 2.70 to Notes to Standalone Financial Statements in accordance with the provision of Indian Accounting Standards. The Company has formulated a policy on related party transactions which has been placed on the website of the Company and the web link thereto is https://www.pricol.com/Data/policy/RPT_policy_20.pdf
• b. There was no instance of non-compliance by the Company on any matters relating to the capital markets, nor was there any penalties, strictures, imposed by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets, during the last three years, except the following;
• 1. Delay in submission of Financial results for the quarter and year ended 31st March 2019, to the Stock Exchanges (NSE & BSE), for which ne of ` 80,000/- was paid to each Stock Exchange.
• c. The Company has established a Vigil Mechanism / Whistle Blower Policy to enable the Stakeholders of the Company to report their genuine concerns and grievances. The Policy provides for adequate safeguards against victimization of stakeholders who avail of the vigil mechanism and direct access to the Chairman of the Audit Committee of the Company, in exceptional cases. The Protected Disclosures, if any reported under this Policy will be appropriately and expeditiously investigated by the Chairman.

The Company hereby afrms that no stakeholders including Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The Whistle Blower Pol icy has been disclosed on the website of the Company and the webl ink thereto is https://www.pricol.com/Data/policy/Whistle-Blower-Policy_20.pdf

• d. The Company has complied with all the mandatory requirement of corporate governance norms as specied in Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• e. The Company has formulated a Policy on Subsidiary & Material Subsidiary Company and has placed it on the website of the Company and the web link thereto is https://www.pricol.com/Data/policy/Material-Subsidiary_policy_20.pdf
• f. Disclosure of commodity price risks and commodity hedging activities. Refer Note No. 2.55 to Notes to Standalone Financial Statements.
• g. During the nancial year, the company has not raised any funds through preferential allotment or qualied institutions placement as specied under Regulation 32 (7A).

• h. Certicate from a Company Secretary in practice that none of the directors on the board of the company have been debarred or disqualied from being appointed or continuing as directors of companies by the Board / Ministry of Corporate Affairs or any such statutory authority, is annexed as part of this report.
• i. The board accepted all the recommendation of the Committees of the Board which is mandatorily required, in the relevant nancial year.
• j. Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network rm/network entity of which the statutory auditor is a part, is as follows:

	` Lakhs
Particulars	Pricol Limited and Subsidiaries
For Audit	46.25
For Taxation Matters	20.25
For Certication & Others	10.04
Reimbursement of Expenses	1.88
Rights Issue related Services	15.08
Total	93.50

k. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)

Act, 2013. Complaints Committee (CC) had been constituted in compliance with the provisions of above Act, to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any sexual harassment complaint during the year 2020-21.

• l. The company has complied with all the requirements as specied in sub-paras (2) to (10) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the Corporate Governance report.
• m. The Company has complied with the following Discretionary requirements as specied in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Adopted the best practices to ensure a regime of nancial statements with unmodied audit opinion.

n. The company has complied with all the requirements specied in Regulation 17 to 27 and disseminate the information under a separate section on the website, as required under clauses (b) to (i) of sub-regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

	For and on behalf of the Board
	Vanitha Mohan
Date : 26th May 2021	Chairman
Place : Coimbatore	(DIN : 00002168)

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management personnel. The code of conduct is available on the website of the Company under the web link https://www.pricol.com/Data/policy/Code-of-Conduct-BOD_SM.pdf The declaration of the Managing Director is given below:

DECLARATION

All the Board members and senior management personnel afrmed compliance with the code of conduct of the Company for the nancial year ended 31st March 2021.

Date : 26th May 2021 Place : Coimbatore

«««««

Vikram Mohan Managing Director (DIN : 00089968)

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To The Members of Pricol Limited (CIN: L34200TZ2011PLC022194) 109, Race Course, Coimbatore – 641018

I have examined all the relevant records of Pricol Limited ("hereinafter called as the "Company") for the purpose of certifying compliance with the conditions of Corporate Governance stipulated in Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the Financial Year ended 31st March, 2021. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of certication.

The compliance with the conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the procedure and implementation process adopted by the Company for ensuring compliance with the conditions of Corporate Governance.

This certicate is neither an assurance as to the future viability of the Company nor of the efcacy or effectiveness with which the management has conducted the affairs of the Company.

In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

P. ESWARAMOORTHY AND COMPANY Company Secretaries P. Eswaramoorthy Proprietor FCS No.: 6510, CP No.: 7069 UDIN: F006510C000373404 Peer review Cert. No.933/2020

Date : 26th May 2021 Place : Coimbatore

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Under Regulation 34(3) read with Part C (10) (i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members of Pricol Limited (CIN: L34200TZ2011PLC022194) 109, Race Course, Coimbatore – 641018

As required by Regulation 34(3) read with Part C (10) (i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby certify that none of the Directors on the Board of Pricol Limited have been debarred or disqualied from being appointed or continuing as Directors of Companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

P. ESWARAMOORTHY AND COMPANY

Company Secretaries P. Eswaramoorthy Proprietor FCS No.: 6510, CP No.: 7069 UDIN: F006510C000373382 Peer review Cert. No.933/2020

Date : 26th May 2021 Place : Coimbatore

«««««

BUSINESS RESPONSIBILITY REPORT (BRR)

[Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

SECTION A : GENERAL COMPANY	INFORMATION	ABOUT	THE
1. CIN of the Company	: L34200TZ2011PLC022194
2. Name of the Company : PRICOL LIMITED
3. Registered address	: 109, Race Course,
	Coimbatore – 641018,
	India.
4. Website	: www.pricol.com
5. E-mail id	: cs@pricol.com

• 1. Financial Year reported : 2020-21
• 1. Sector(s) that the Company is engaged in (industrial activity code-wise)

Industrial Activity Code	Description
28132	Oil Pumps
29301 & 29304	Auto Components -
	Motor Vehicles
30913	Auto Components -
	Motor Cycles and
	Three Wheelers

SECTION B: FINANCIAL DETAILS OF THE COMPANY

• 1. List three key products/services that the Company manufactures/provides
• a) Dashboard Instruments
• b) Pumps & Mechanical Products
• c) Switches & Sensors
• 1. Total number of locations where business activity is undertaken by the Company
• a) Number of International Locations : 1 (One) Tokyo, Japan
• b) Number of National Locations : 5 (Five)

Plants

Coimbatore (Tamilnadu)

Pune (Maharashtra)

Gurugram (Haryana) Rudrapur (Uttarakhand)

Sricity (Andhra Pradesh)

1. Markets served by the Company : Local / State / National / International

Asia (including all over India), Europe, America

	Particulars	FY 2020-21
1.	Paid up Capital () | 1,218.81 Lakhs
2.	Total Turnover () | 1,33,615.33 Lakhs
3.	Total profit after taxes () | 1,460.21 Lakhs
4.	Total Spending on Corporate Social Responsibility	CSR for 2020-21 is ` 53.29 Lakhs, which is 2.11%
	(CSR) as percentage of profit after tax (%)	of average net profits of the last 3 financial years.
5.	List of activities in which expenditure in 4 above has	Please refer "Report on CSR" attached with this
	been incurred	Annual Report.

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company / Companies?

Yes. The Company has following subsidiaries.

• 1. Pricol Asia Pte. Limited, Singapore
• 1. Pricol Wiping Systems India Limited, India
• 1. PT Pricol Surya Indonesia
• 1. PT Sripri Wiring Systems, Indonesia (100% subsidiary of PT Pricol Surya Indonesia)
• 1. Pricol Espana Sociedad Limitada, Spain (upto 21st August 2020)
• 1. Pricol Wiping Systems Czech s.r.o, Czech (100% subsidiary of Pricol Espana Socieda Limitada) (upto 21st August 2020)

1. Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)

The subsidiary companies are not required to comply with the Business Responsibility initiatives as per the laws applicable to them. However, the company proactively encourages its subsidiaries to adopt BR initiatives of the company. Subsidiaries are guided by the Company to conduct their business in an ethical, transparent and accountable manner.

1. Do any other entity / entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

Company engages on a regular basis with suppliers / vendors through various channels for operational matters and strategic planning and also focuses on emerging and futuristic technologies.

Suppliers / Vendors are provided awareness on environmental and socio-economic issues. Customers, Supplier / Vendor meets are used as a platform to raise awareness on health & safety, legal compliance, environmental and community initiatives of the company.

SECTION D : BR INFORMATION

1. Details of Director / Directors responsible for BR

a) Details of the Director/Director responsible for implementation of the BR policy/policies

SI.No	Name of Members	DIN	Designation
1	Mr. Vikram Mohan	00089968	Executive - Managing Director

b) Details of the BR Head

SI.No	Particulars	Details
1	DIN Number	00089968
2	Name	Mr. Vikram Mohan
3	Designation	Managing Director
4	Telephone number	0422 - 4336000
5	e-mail id	vikram@pricol.co.in

NATIONAL VOLUNTARY GUIDELINES (NVG) PRINCIPLE

Principle 1	Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
Principle 2	Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
Principle 3	Businesses should promote the well being of all employees
Principle 4	Businesses should respect the interests of, and be responsive towards all stake holders, especially those who are disadvantaged, vulnerable and marginalized
Principle 5	Businesses should respect and promote human rights
Principle 6	Business should respect, protect and make efforts to restore the environment
Principle 7	Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
Principle 8	Businesses should support inclusive growth and equitable development
Principle 9	Businesses should engage with and provide value to their customers and consumers in a responsible manner

1. Principle-wise (as per NVGs) BR Policy / Policies

⁽a) Details of compliance ( Reply in Y / N )

No Questions	Business Ethics	Responsibility Product	Well being of employee	Stakeholders engagement	Human Rights	Environment	Public Policy	CSR	Customer relations
	P1	P2	P3	P4	P5	P6	P7	P8	P9
1 Do you have a policy/ policies for	Y	Y	Y	Y	Y	Y	Y	Y	Y
2 Has the policy being formulated in consultation with the relevant stakeholders?	Y	Y	Y	Y	Y	Y	Y	Y	Y
3 Does the policy conform to any national /	Y	Y	Y	Y	Y	Y	Y	Y	Y
international standards? If yes, specify? (50 words)			All the policies of the Company are in compliance with National / International standards to the extent applicable.
4 Has the policy being approved by the Board? If yes, has it been signed by MD / owner / CEO / appropriate Board Director?	Mandatory		policies viz., Nomination & Remuneration Policy, Code of Conduct for prevention of Insider Trading, Code of Conduct for Board and Senior Management have been adopted by the Board and other operational internal policies are approved by the management.	CSR	Policy,	Whistle		Blower	Policy,
5 Does the company have a specified committee of the Board / Di rector / Official to oversee the implementation of the policy?			Implementation and adherence to the employees / Human rights related policies are administered by the HR Department. CSR policy is administered by CSR Committee in line with the requirements of the Companies Act, 2013. Environmental, Health and Safety (EHS) policy adherence is overseen by HR Department and Plant Maintenance Department (PMD). Customer, Vendor, Suppliers, other stakeholders related policies adherence are overseen by Business Development (BD) / Strategic Material Sourcing (SMS) Department.
6 Indicate the link for the policy to be viewed online.			Mandatory policies are available on https://www.pricol.com/policy.aspx
7 Has the policy been formally communicated to all relevant internal and external stakeholders?			Policies are communicated to all relevant stakeholders.
8 Does the company have in-house structure to implement the policy / policies?		these policies.	The Company has an established in-house structures to implement
9 Does the Company have a grievance redressal mechanism related to the policy / policies to address stakeholders' grievances related to the policy / policies?		redressal mechanism	The whistle blower mechanism enables employees to report any concern or grievances pertaining to any potential or actual violation of the Company's Code of Conduct, which covers all aspects of BRR Policies formulated by the Company have an in-built grievance and
10 Has the company carried out independent audit / evaluation of the working of this policy by an internal or external agency?		and external audit team.	The implementation of the Company's Code of Conduct and other policies are reviewed through internal / external audit function.The Quality, Safety & Health and Environmental policies are subject to internal and external audits as part of certification process and continuous assessment. All policies adopted by the Company for ensuring the orderly and efficient conduct of business including adherence to Company's policies are evaluated annually by an internal

(b) If answer to the question at serial number 1 against any principle, is 'No', please explain why (Tick up to 2 options) : Not applicable.

3. Governance related to Business Responsibility

a. Indicate the frequency with which the Board of	Management team reviews the BR performance of the
Directors, Committee of the Board or CEO to assess the BR	Company through monthly review meetings. Gap, if any, in the
performance of the Company. Within 3 months, 3-6	compliance is analysed and suitable measures were taken till
months, Annually, More than 1 year	it gets closed.
b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this repor t?	BR report is available as part of the Annual Report. The report is available at https://www.pricol.com/annual
How frequently it is published?	report.aspx

SECTION E : PRINCIPLE-WISE PERFORMANCE

• Principle 1 : Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
• 1. Does the policy relating to ethics, bribery and corruption cover only the company? : Yes.

Does it extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others? : Yes.

1. How many stakeholder complaints have been received in the past nancial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

Company has not received any complaints with regardtoviolationofCodeofConduct,during2020-21.

• Principle 2 : Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
• 1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and / or opportunities.

Fuel Pump Module has been developed in Pricol, whose design has incorporated social and environmental concerns and thus to meet BS VI emission norms at vehicle level.

1. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

Fuel Pump Module is developed to support fuel injection system which is mandatory to control emission from vehicles to comply with BS VI norms.

• (a) Reduction during sourcing / production / distribution achieved since the previous year throughout the value chain? : Not applicable
• (b) Reduction during usage by consumers (energy, water) has been achieved since the previous year? : Not applicable
• 1. Does the company have procedures in place for sustainable sourcing (including transportation)?

If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

Yes, the company have sourcing procedure for supplier selection and maintaining for all approved suppliers on sustainability. And the expiry dates of ISO 9001/ IATF 16949 / ISO 14001 / ISO 45001 are being tracked and monitored with regular intervals by effective usage of supplier portal and informing to all suppliers through B2B on or before 30 days before expiry.

Wherever required, Customer approved sources are used for special process like plating, painting, heat treatment for better control and sustainability. Process and system audits at suppliers are being conducted for controlling quality of parts.

Milk run concept transportation being arranged for critical material transitions at plant level from local suppliers for minimizing the number of vehicles. This will help to meet customer schedules and to reduce inventory.

It is difcult to ascertain the percentage of inputs sourced from these suppliers accounting towards total input due to different kind of materials being used by the company.

1. Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

Yes, 70 to 80% of the parts are developed using sources located nearby Pricol plants who are local & small producers. Pricol is focusing on developing local suppliers to improve their capacity and capability on Quality, Cost, Delivery, Serviceability, Technology, Flexibility (QCDSTF) through trainings and periodic audits.

1. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof,in about 50 words or so.

The nature of the Company's business is such that there are no signicant emissions or process wastes. The company recycle materials wherever it is usable within the company which cannot be reused is disposed of in a manner in compliance with applicable statutory provisions.

Principle 3 : Businesses should promote the well-being of all employees

1.	Please indicate the Total number of employees, as at 31st March 2021	5,448
2.	Please indicate the Total number of employees hired on temporary/contractual/casual	3,678
	basis, as at 31st March 2021
3.	Please indicate the Number of permanent women employees, as at 31st March 2021	324
4.	Please indicate the Number of permanent employees with disabilities, as at	3
	31st March 2021
5.	Do you have an employee association that is recognized by management?	Yes
6.	What percentage of your permanent employees (workers) is members of this recognized	Around 90 %
	employee association as at 31st March 2021?

1. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

	No	Category	No of complaints filed during the financial year	No of complaints pending as on end of the financial year
	1	Child labour / forced Labour / involuntary labour	—	—
	2	Sexual harassment	—	—
	3	Discriminatory employment	—	—
8.		What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year?

(a)	Permanent Employees	100 %
(b)	Permanent Women Employees	100 %
(c )	Casual / Temporary / Contractual Employees	100 %
(d)	Employees with Disabilities	100 %

Principle 4 : Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.

• 1. Has the company mapped its internal and external stake holders? Yes.
• 1. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stake holders? Yes.
• 1. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

The Company has taken initiatives to engage with and uplift the disadvantages, vulnerable, marginalized stakeholders as per its CSR policy.

Principle 5 : Businesses should respect and promote human rights

1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures / Suppliers / Contractors / NGOs / Others?

The company has adopted; Code of conduct and whistle blower policy along with Business responsibility policy. These policies are applicable to the Directors and employees of the company, the underlying principles are communicated to vendors, suppliers and distributors and other key business associates of the company, which they are expected to adhere to while dealing with the company.

For the foreign subsidiaries, the code and policy is applicable in line with the requirement of the respective countries of operations.

1. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

The Company has not received any complaint from any stakeholders, in connection with Human rights.

Principle 6 : Business should respect, protect and make efforts to restore the environment

1. Does the policy related to Principle 6 cover only the company or extends to the Group / Joint Ventures / Suppliers / Contractors / NGOs / others.

Company's EHS Policy that commits to provide support to the suppliers and contractors in adopting sound EHS practices.

All manufacturing plants of the Company has been certified with ISO 14001:2015 & ISO 45001: 2018 standards.

Company is promoting the certification of all its key stakeholders- suppliers and contractors.

1. Does the company have strategies / initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for web page etc.

Yes. Over several years, the Company has undertaken various initiatives to address global environmental issues such as Climate change & Global Warming.

To overcome, Renewal Energy and Energy conservation measures are ongoing exercise and the initiatives are mentioned in the Company's Annual Report.

The emissions or waste generated by the company are within the permissible limits specified by the Pollution Control Boards (Central & State).

1. Does the company identify and assess potential environmental risks? Y/N

Yes. Company is certified under ISO 14001: 2015 standard. As per standard company has laid down procedure for Identification of risk towards environmental and business, identified risk are taken action for continual improvement.

1. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, whether any environmental compliance report is filed?

Company committed to promote renewable source energy and implementation of various energy saving & clean development projects, as follows :

• Implemented Roof Top Solar power 2.62 MW across all company's plants thereby generating power of 37 Lakh units per year and the generation being utilized as Green Energy for our power consumption. Further we have proposal to implement roof top solar power of 400 KW.
• Implemented 1.9 MW capacity windmill which produce 11 Lakhs power. Unit's generation neutralizing a part of plant consumption and unitized as Green Energy.
• VAM (Vapor absorption machine) had been operated between 2006-2016 with 400 KW Captive power plant and both have been replaced with 460 KW Industrial UPS which saves fossil fuel as well as carbon emission.

All these Clean Development Mechanism (CDM) initiatives have contributed in reduction of Specific power consumption significantly.

All the plants have filed environmental compliance reports as per the requirement of applicable environmental laws.

1. Has the company undertaken any other initiatives on clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

Energy Efficiency :

Company implement energy efficient products for new projects since 2012 like LED lights, VRF type Air conditioners & compressors etc. Subsequently in remaining plants, LED lights are being carried out which gives 40 - 50 % of lighting power savings.

Energy saving projects are implemented year on year to reduce specific power consumption of plant. The projects includes operational control techniques, energy efficient products like VRF for A/c, LED lights, HVLS fans, VFD's, Motion sensors, Timer cut off, Water saver taps etc.,

In 2020-21, Plant level Energy saving projects are implemented for the value of ` 48 Lakhs across plants. The key initiatives are Optimizing chiller / Air conditioners temperature set points, maximize generator load pattern to have diesel savings etc.,

Company's plants have 2,634 KL capacity of rain water harvesting structures whereas 2,557 KL are UG Tanks, the water is being used for various internal applications like gardening and flushing etc.,

Renewable energy: Details as mentioned in point 4.

1. Are the Emissions / Waste generated by the company within the permissible limits given by CPCB / SPCB for the financial year being reported?

Yes. All parameters of emission / waste generation by the Company conform to the prescribed norms. Towards compliance management, we have submitted the emission/waste generation reports like ambient air, stack, noise and measurement of key parameters like pH, Chemical Oxygen Demand (COD), Biological Oxygen Demand (BOD), Total Suspended Solids (TSS) to the Tamil Nadu Pollution Control Board and forms and returns under applicable Environmental Acts and Rules.

1. Number of show cause / legal notices received from CPCB / SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

Nil. No show cause notices have been issued by the concerned authorities.

• Principle 7 : Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
• 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:
• Confederation of Indian Industry (CII);
• Automotive Component Manufactures Association (ACMA)
• Society of Indian Automobile Manufacturers (SIAM)
• Coimbatore Chamber of Commerce
• Quality Circle Forum of India
• The Employers Federation of Southern India
• 1. Have you advocated / lobbied through above associations for the advancement or improvement of public good? Yes / No: if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others) : No.

Principle 8 : Businesses should support inclusive growth and equitable development

1. Does the company have specified programmes / initiatives / projects in pursuit of the policy related to Principle 8? If yes details thereof.

Yes. Company has a Corporate Social Responsibility Policy which derived its core value on various aspects as per the requirement of Companies Act, 2013. The Company undertakes purposeful activities for the welfare of the society. The details are given in the ''Annexure B", Annual Report 2020-21.

1. Are the programmes / projects undertaken through in-house team / own foundation / external NGO / government structures / any other organization?

The CSR programmes are undertaken through inhouse team alongwith ND Foundation and other implementing agencies.

1. Have you done any impact assessment of your initiative?

A formal impact assessment has not been done. However the CSR programme / projects of the Company are giving desired results, for upliftment of underprivileged school children, women, increase in ground water level, health awareness etc.

1. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken

CSR spent during 2020-21, details are given in the ''Annexure B'' of this Annual Report.

1. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

Yes, the company regularly monitors the projects to ensure that they are adopted and continued and sustain within communities beyond our interactions.

• Principle 9 : Businesses should engage with and provide value to their customers and consumers in a responsible manner
• 1. What percentage of customer complaints / consumer cases are pending as on the end of financial year :

As on FY 2020-21 end, no customer complaints are pending and no consumer cases.

1. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes / No / N.A. / Remarks (additional information) :

Not Applicable

1. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and / or anti-competitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so. :

No

1. Did your company carry out any consumer survey / consumer satisfaction trends?:

Yes,

Customer Satisfaction trends are carried out.

«««««

		2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
Year Ended 31st March		Erstwhile Pricol Limited	Erstwhile Pricol Limited	Erstwhile Pricol Limited	Erstwhile Pricol Limited	Erstwhile Pricol Limited	Pricol Limited	Pricol Limited	Pricol Limited	Pricol Limited	Pricol Limited
Net Sales & Services - Domestic		78,867.46	69,966.84	68,996.47	78,423.45		97,992.03 1,13,155.51 1,09,564.18		1,22,130.04 1,05,486.58		1,24,499.87
- Export		14,280.47	12,859.12	14,027.83	11,625.45	10,052.82	8,409.61	8,107.26	7,593.97	8,418.29	9,115.46
Total Net Sales & Services		93,147.93	82,825.96	83,024.30			90,048.90 1,08,044.85 1,21,565.12 1,17,671.44		1,29,724.01 1,13,904.87		1,33,615.33
Gross Surplus from Operation		7,373.24	6,043.65	6,581.28	2,328.39	10,665.39	13,186.52	15,050.28	9,372.63	8,514.65	17,050.90
Other Income		214.65	151.60	362.25	200.57	699.96	429.46	667.46	846.34	1,263.23	748.68
Depreciation & Amortisation Expense	(a)	2,919.11	3,195.01	3,066.46	3,525.45	3,417.37	6,599.73	7,156.53	8,019.74	9,269.24	9,095.04
Finance Costs	(b)	2,979.21	1,633.07	651.96	789.00	931.19	784.14	1,139.39	1,808.74	3,108.45	4,052.86
Profit / (Loss) from operations before
Exceptional Items and Tax		1,689.57	1,367.17	3,225.11	(1,785.49)	7,016.79	6,232.11	7,421.82	390.49	(2,599.81)	4,651.68
Exceptional Items (Net)		4,942.03	—	5,163.34	(467.68)	(1,001.62)	—	—	(23,197.75) (19,072.36)		—
Profit / (Loss) Before Tax (PBT)	(c)	6,631.60	1,367.17	8,388.45	(2,253.17)	6,015.17	6,232.11	7,421.82	(22,807.26) (21,672.17)		4,651.68
Tax Provision incl. Deferred Tax		990.00	(206.87)	1,688.52	(453.45)	1,695.43	1,564.73	2,074.46	(14.31)	(384.20)	3,191.47
(PAT) Profit / (Loss) After Tax	(d)	5,641.60	1,574.04	6,699.93	(1,799.72)	4,319.74	4,667.38	5,347.36	(22,792.95) (21,287.97)		1,460.21
Other Comprehensive Income for the year after tax		NA	NA	NA	NA	NA	(112.87)	160.64	31.09	191.97	13.17
Total Comprehensive Income for the year		NA	NA	NA	NA	NA	4,554.51	5,508.00	(22,761.86) (21,096.00)		1,473.38
Dividend (including tax)	(e)	836.80	421.18	884.48	—	1,140.95	1,140.95	1,142.82	—	—	—
Retained Profit / (Loss)		4,804.80	1,152.86	5,815.45	(1,799.72)	3,178.79	3,413.56	4,365.18	(22,761.86) (21,096.00)		1,473.38
As at 31st March		2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
SOURCES OF FUNDS
Share Capital		900.00	900.00	945.00	947.97	947.97	947.97	947.97	947.97	947.97	1,218.81
Reserves & Surplus		23,399.89	24,552.75	31,133.20	25,805.92	28,984.71	82,612.01	86,979.06	63,074.38	41,978.38	51,132.97
Money received against Share Warrants		202.50	202.50	—	—	—	—	—	—	—	—
Networth	(f)	24,502.39	25,655.25	32,078.20	26,753.89	29,932.68	83,559.98	87,927.03	64,022.35	42,926.35	52,351.78
Deferred Tax Liability / (Asset)		510.00	400.00	810.00	140.00	(100.00)	3,714.00	5,468.55	5,470.94	5,189.85	5,735.66
Loan Funds		(g) 17,385.60	10,492.40	4,394.17	6,401.02	5,000.00	10,834.74	12,725.27	26,022.67	34,328.77	22,983.45
Total Capital Employed	(h)	42,397.99	36,547.65	37,282.37	33,294.91	34,832.68		98,108.72 1,06,120.85	95,515.96	82,444.97	81,070.89

TEN YEARS PERFORMANCE AT A GLANCE

OPERATING RESULTS
	2012	2013	2014	2015	2016	2017	2018

		2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
As at 31st March		Erstwhile Pricol Limited	Erstwhile Pricol Limited	Erstwhile Pricol Limited	Erstwhile Pricol Limited	Erstwhile Pricol Limited	Pricol Limited	Pricol Limited	Pricol Limited	Pricol Limited	Pricol Limited
APPLICATION OF FUNDS
Gross Fixed Assets		50,437.90	51,806.39		50,415.97 45,570.14 47,033.34		82,983.19	88,957.61	97,175.34	1,06,512.54	1,05,154.81
Accumulated Depreciation		31,306.29	33,471.32			32,317.98 27,963.29 28,987.74 12,604.25		19,474.67	27,401.60	36,652.38	42,083.76
Net Fixed Assets		19,131.61 18,335.07			18,097.99 17,606.85 18,045.60		70,378.94	69,482.94	69,773.74	69,860.16	63,071.05
Investments		3,024.07	3,880.50	6,038.53	5,275.63		9,544.15 11,526.42	15,527.62	4,671.90	4,671.90	5,946.90
Other Assets (Net)		20,242.31 14,332.08			13,145.85 10,412.43		7,242.93 16,203.36	21,110.29	21,070.32	7,912.91	12,052.94
Net Assets Employed		42,397.99	36,547.65		37,282.37 33,294.91 34,832.68			98,108.72 1,06,120.85	95,515.96	82,444.97	81,070.89
Year Ended 31st March		2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
PERFORMANCE INDICATORS
Equity shares (Nos. in Lakhs)	(i)	900.00	900.00	945.00	947.97	947.97	947.97	947.97	947.97	947.97	1,218.81
Face Value of Equity Share (`)		1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00	1.00
(`) Earnings per share (EPS)	(d/i)	6.27	1.75	7.16	(1.90)	4.56	4.92	5.64	(24.04)	(20.41)	1.34
Diluted Earnings per share (`)		6.18	1.67	7.16	(1.90)	4.56	4.92	5.64	(24.04)	(20.41)	1.34
Dividend per share (`)		0.80	0.40	0.80	—	1.00	1.00	1.00	—	—	—
WPS) (`) Networth per share (N	(f/i)	27.22	28.51	33.95	28.22	31.58	88.15	92.75	67.54	45.28	42.95
W) (%) Return on Average Networth (RON	*	25.65	6.28	23.21	(6.12)	15.24	5.69	6.24	(30.00)	(39.81)	3.07
Return on Average Capital Employed (ROCE) (%)	**	22.41	7.60	24.49	(4.15)	20.39	7.64	8.38	(20.83)	(20.86)	10.65
Total Debt to Networth	(g/f)	0.71	0.41	0.14	0.24	0.17	0.13	0.14	0.41	0.80	0.44
Interest Coverage Ratio	(a+b+c)/b	4.21	3.79	18.57	2.61	11.13	17.36	13.79	5.65	3.15	4.39

Lakhs `

* RONW = [ PAT / {(Previous year Networth + Current Year Networth)/2}] x 100

** ROCE = [(PBT + Interest) / {(Previous Year Capital Employed + Current Year Capital Employed) / 2}] x 100

REPORT OF THE INDEPENDENT AUDITOR'S TO THE SHAREHOLDERS

To the Members of Pricol Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of Pricol Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2021, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended and notes to the Standalone Financial Statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 accounting principles generally accepted in India including the Indian Accounting Standards ("Ind AS"), of the state of affairs of the Company as at March 31, 2021, its profit including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with Standards on Auditing (SAs) 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 Standalone 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and Rules thereunder 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 the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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.

Key Audit Matter	How our audit addressed the Key Audit Matter
Inventories are held in various plants by the company. There are complexities, manual process involved in determining inventory quantities on hand and valuation of the same due to the diverse & numerous inventory products and multiple	We have performed the following procedures: • We assessed whether the management's controls relating to inventory's valuation are appropriately designed and implemented.
storage locations. Further, inventories are presented net of provisions for obsolesces on account of non moving/ slow moving inventories and items to be sold at less than cost. There is an element of judgment relating to these provisions which are based on historical evidences and current economic conditions. The changing trends and economic environment require judgments in respect of estimating the	• We attended inventory counts at certain locations, which we selected based on financial significance and risk, observed management's inventory count procedures to assess the effectiveness, selected a sample of inventory products and compared the quantities counted to the quantities recorded and ensured inventory adjustments, if any, are recorded in the books of account. • Reviewed the internal audit report regarding physical verification of inventories and traced adjustments on sample basis made on basis of such report to the books of
provisions in respect of inventory obsolescence. Accordingly, inventory quantities and valuation is identified as	account. • Comparative analysis of inventory as at the end of the year
a Key Audit Matter.	with the inventory at the beginning of the year. • We considered the inventory provision for obsolescence and items to be sold at less than cost through evaluating historical inventory, ageing analysis and selling prices achieved subsequent to the year end. • Verification of the correctness of valuation made by the management on a sample basis, with regard to the cost and net realisable value of inventory.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual report, for example, Directors' Report and Management Analysis including Annexures thereon but does not include the standalone financial statements and our Auditor's report thereon.

Our opinion on the Standalone 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 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 financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

Management's and Board of Director's responsibility for the Standalone Financial Statements

The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

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 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 financial statements, Management and Board of Directors are 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 is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 SAs 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 this standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone 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 Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements 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 appropr iateness 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 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 financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 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.

Report on Other Legal and Regulatory Requirements

• (1) As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section 11 of section 143 of the Act, we give in "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
• (2) (A) 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;
• 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss, the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this report are in agreement with the books of account;
• d. In our opinion, the aforesaid standalone financial statements comply with the Indian

Accounting Standards specified under section 133 of the Act read with relevant rules issued thereunder;

• e. On the basis of the written representations received from the directors as on March 31, 2021, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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, we give our separate report in "Annexure 2".
• (B) 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 as at March 31, 2021 on its financial position in its Standalone Financial Statements – Refer Note 2.47 on Contingent Liabilities to the Standalone Financial Statements;
• ii. The Company has made provision, as required under the applicable law or

accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 2.25, 2.31 and 2.46 to the Standalone Financial Statements;

• iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
• (C) 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. The commission payable to Non-Whole time directors is subject to the approval of the shareholders at the ensuing Annual General Meeting.

26th May, 2021 For VKS Aiyer & Co. Chartered Accountants ICAI Firm Registration No. 000066S Kaushik Sidartha Partner Membership No. 217964 UDIN: 21217964AAAACQ1670

«««««

Coimbatore

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report of even date to the members of Pricol Limited on the standalone financial statements for the year ended March 31, 2021]

• (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
• (b) During the year, fixed assets have been physically verified by the management as per the regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, material discrepancies identified on such verification have been properly dealt with in the books of account.
• (c) According to the information and explanation given to us and on the basis of verification of records of the company, the title deeds of immovable properties (other than leasehold land) recorded as fixed assets in the books of account of the Company, are held in the name of the Company. In respect of leasehold lands, we have verified the lease agreements duly registered with appropriate authorities.
• (ii) The inventory (except for goods-in-transit and stocks lying with third parties) has been physically verified by the management during the year. In respect of inventory lying with third parties, these have been substantially confirmed by them. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification carried out during the year have been properly dealt with in the books of account.
• (iii) The Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act.
• (a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that, the terms and conditions of the aforesaid loans granted by the Company are not prejudicial to the interest of the Company.

(b) The schedule of repayment of principal and payment of interest in respect of such loans has been stipulated. The loans granted were converted into equity investments as stated below:

Name of the subsidiary	Amount of loan granted ( ` Lakhs)	Remarks
Pricol Espana S.L. Spain	11,000.74	Converted into equity investments w.e.f. 1st April 2020
Pricol Wiping Systems India Limited	175.00	Converted into equity investments w.e.f. 1st August 2020

• (c) In respect of the loans granted to companies, firms, Limited Liability Partnerships, or other parties listed in the register maintained under Section 189 of the Act, there are no overdue amount for more than 90 days as at the balance sheet date.
• (iv) Based on information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act.
• (v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.
• (vi) We have broadly reviewed the books of account maintained by the Company in respect of products where the maintenance of cost records has been specified by the Central Government under subsection (1) of Section 148 of the Act and the rules framed there under and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not made a detailed examination of the same.
• (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted/accrued in the books of accounts in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, value added tax, goods and service tax, duty of customs, cess and any other material statutory dues have been regularly deposited during the year with the

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT (Contd.,)

appropriate authorities. as explained to us, the company did not have any use on account, sale tax service tax and duty of excise.

AND

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, service tax, value added tax, goods and service tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, service tax, value added tax, goods and service tax, customs duty, excise duty on account of any dispute, are as follows:

` Lakhs

Name of the Statute	Nature of dues	Amount	Period to which the amount relates	Forum where dispute is pending	Deposits paid under Protest
	i) Service Tax	110.73		High Court
	ii) Service Tax	39.84
Central Excise Act /	iii) Excise Duty	674.96	1997-98	CESTAT
Service Tax Act /	iv) Customs Duty	426.16	to 2016-17		87.76
Customs Act	v) Customs Duty	8.95		Joint Secretary – Ministry of Finance
	vi) Excise Duty	112.29
	vii) Customs Duty	49.35		Departmental adjudication
	CST	301.83	2009-10 to 2013-14	Additional Commissioner
	CST	17.15	2014-15	Joint Commissioner Appeals
	VAT	76.81	2012-13	Appellate Tribunal	24.25
Central Sales	VAT	487.84	2011-12 to 2015-16	Joint Commissioner Appeals
Tax Act	CST	8.97	2012-13 to 2017-18	Assistant Commissioner
	CST	3.49	2007-08	Appellate Authority
	CST	1.51	2017-18	Superintendent, Audit Circle	0.87
	CST	3.95	2015-16	Departmental adjudication
	CST	10.76	2015—16	Deputy Commissioner
Goods and Services Tax Act	GST	74.33	2017—18	Departmental adjudication	—
Total		2,408.92

• (viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to financial institution(s), bank(s), government(s) or dues to debenture holder(s).
• (ix) In our opinion and according to the information and explanations given to us, the Company has utilized the money raised by way of further public offer for the purposes for which they were raised. The company hasnot raisedany termloansduringtheyear.

(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any fraud on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such instance by the management.

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT (Contd.,)

• (xi) According to the information and explanations given to us, managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. The commission payable to Non-whole time directors is subject to approval of the shareholders in the ensuing Annual General Meeting.
• (xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Therefore, paragraph 3(xii) of the Order is not applicable to the Company.

• (xiii) According to the information and explanation given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

• (xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Therefore, paragraph 3(xiv) of the Order is not applicable to the Company.

• (xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year.
• (xvi) 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 Act, 1934.

For VKS Aiyer & Co. Chartered Accountants ICAI Firm Registration No. 000066S

Kaushik Sidartha
Partner
Membership No. 217964
UDIN: 21217964AAAACQ1670

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

[Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report of even date to the members of Pricol Limited on the Standalone Financial Statements for the year ended March 31, 2021]

We have audited the internal financial controls over financial reporting of Pricol Limited ("the Company") as of March 31, 2021 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

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 ("ICAI"). 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 specified under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both issued by the ICAI. 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

REPORT OF THE INDEPENDENT AUDITOR'S TO THE SHAREHOLDERS (Contd.,)

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT (Contd.,)

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 financial statements, whether due to fraud or error.

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 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 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 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.

Opinion

In our opinion, 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 March 31, 2021, 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 ICAI.

26th May, 2021 For VKS Aiyer & Co. Chartered Accountants ICAI Firm Registration No. 000066S Kaushik Sidartha Partner Membership No. 217964 UDIN: 21217964AAAACQ1670

«««««

Coimbatore

STANDALONE BALANCE SHEET AS AT 31st MARCH 2021

| | | | | | Note No. | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|----|--------|-----|------|---------------------------------------|----------|----------------------|----------------------|
| I. | ASSETS | | | | | | |
| | (1) | | | Non-Current Assets | | | |
| | | (a) | | Property, Plant and Equipment | 2.1 | 35,293.50 | 39,569.95 |
| | | (b) | | Right of Use | 2.2 | 3,675.97 | 3,307.93 |
| | | (c) | | Capital Work-in-progress | 2.3 | 1,975.66 | 2,025.41 |
| | | (d) | | Investment Property | 2.4 | 1,503.46 | 951.74 |
| | | (e) | | Goodwill | 2.5 | 8,940.60 | 9,934.00 |
| | | (f) | | Other Intangible assets | 2.6 | 11,681.86 | 14,036.10 |
| | | (g) | | Intangible Assets under Development | 2.7 | — | 35.03 |
| | | (h) | | Financial Assets | | | |
| | | | i) | Investments | 2.8 | 5,946.90 | 4,671.90 |
| | | | ii) | Loans | 2.9 | — | — |
| | | | iii) | Others | 2.10 | 803.42 | 772.36 |
| | | (i) | | Other Non-Current Assets | 2.11 | 3,348.10 | 5,907.95 |
| | | | | Total Non-Current Assets | | 73,169.47 | 81,212.37 |
| | (2) | | | Current Assets | | | |
| | | (a) | | Inventories | 2.12 | 23,909.12 | 17,066.02 |
| | | (b) | | Financial Assets | | | |
| | | | i) | Investments | 2.13 | 80.15 | 470.94 |
| | | | ii) | Trade Receivables | 2.14 | 18,247.98 | 16,927.96 |
| | | | iii) | Cash and Cash equivalents | 2.15 | 1,650.28 | 233.11 |
| | | | iv) | Bank Balances other than (iii) above | 2.16 | 1,180.88 | 1,084.24 |
| | | | v) | Loans | 2.17 | — | 175.00 |
| | | | vi) | Others | 2.18 | 101.21 | 99.87 |
| | | (c) | | Other Current Assets | 2.19 | 1,481.91 | 1,532.81 |
| | | | | Total Current Assets | | 46,651.53 | 37,589.95 |
| | | | | Non-Current Investments held for Sale | 2.20 | — | — |
| | | | | Non-Current Assets held for Sale | 2.21 | — | — |
| | | | | | | — | — |
| | | | | | | 46,651.53 | 37,589.95 |
| | | | | | | | |
| | | | | TOTAL ASSETS | | 1,19,821.00 | 118,802.32 |

STANDALONE BALANCE SHEET AS AT 31st MARCH 2021

| | | | | Note No. | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|-----|-----|--------|----------------------------------------------------------------|----------|-----------------------|------------------------|
| | | | Standalone Balance Sheet as at 31st March 2021 (Contd.,) | | | |
| II. | | | EQUITY AND LIABILITIES | | | |
| | (1) | Equity | | | | |
| | | (a) | Equity Share Capital | 2.22 | 1,218.81 | 947.97 |
| | | (b) | Other Equity | 2.23 | 51,132.97 | 41,978.38 |
| | | | Total Equity | | 52,351.78 | 42,926.35 |
| | (2) | | Non-Current Liabilities | | | |
| | | (a) | Financial Liabilities | | | |
| | | | i)
Borrowings | 2.24 | 18,551.43 | 20,410.09 |
| | | | ii)
Others | 2.25 | 3,400.17 | 2,791.70 |
| | | (b) | Provisions | 2.26 | 990.35 | 1,023.17 |
| | | (c) | Deferred Tax Liabilities (Net) | 2.27 | 5,735.66 | 5,189.85 |
| | | (d) | Other Non-Current Liabilities | 2.28 | — | 12.02 |
| | | | Total Non-Current Liabilities | | 28,677.61 | 29,426.83 |
| | (3) | | Current Liabilities | | | |
| | | (a) | Financial Liabilities | | | |
| | | | i)
Borrowings | 2.29 | — | 8,819.84 |
| | | | ii)
Trade Payables | 2.30 | | |
| | | | - Total Outstanding dues of Micro | | | |
| | | | Enterprises and Small Enterprises | | 545.87 | 87.68 |
| | | | - Total Outstanding dues of creditors other | | | |
| | | | than Micro Enterprises and Small Enterprises
iii)
Others | 2.31 | 26,656.22
9,826.67 | 26,083.14
10,124.91 |
| | | (b) | Other Current Liabilities | 2.32 | 1,203.28 | 919.70 |
| | | (c) | Provisions | 2.33 | 559.57 | 413.87 |
| | | | Total Current Liabilities | | 38,791.61 | 46,449.14 |
| | | | | | | |
| | | | TOTAL EQUITY AND LIABILITIES | | 1,19,821.00 | 1,18,802.32 |
| | | | | | | |

Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

For and on behalf of the Board

Vanitha Mohan Chairman (DIN : 00002168)

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

STANDALONE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2021

| | Note No. | 2020-21
Lakhs | 2019-20<br> Lakhs |
|----------------------------------------------------------|----------|--------------------|--------------------|
| INCOME | | | |
| Revenue from Operations | 2.34 | 1,33,615.33 | 1,13,904.87 |
| Other Operating Revenue | 2.35 | 5,417.15 | 6,128.12 |
| Other Income | 2.36 | 748.68 | 1,263.23 |
| Total Income | | 1,39,781.16 | 1,21,296.22 |
| EXPENSES | | | |
| Cost of Materials Consumed | 2.37 | 92,767.54 | 76,158.23 |
| Purchases of Stock-in-Trade | | 5,466.80 | 6,335.09 |
| Changes in inventories of Finished Goods, Stock-in-Trade | 2.38 | (1,752.19) | 1,723.29 |
| and Work-in-progress | | | |
| Employee Benefits Expense | 2.39 | 15,815.11 | 14,753.13 |
| Finance Costs | 2.40 | 4,052.86 | 3,108.45 |
| Depreciation and Amortisation Expense | 2.41 | 9,095.04 | 9,269.24 |
| Other Expenses | 2.42 | 9,684.32 | 12,548.60 |
| Total Expenses | | 1,35,129.48 | 1,23,896.03 |
| Profit / (Loss) before Exceptional Items and Tax | | 4,651.68 | (2,599.81) |
| Less : Exceptional Items (Net) | 2.44 | — | 19,072.36 |
| Profit / (Loss) Before Tax | | 4,651.68 | (21,672.17) |
| Less : Tax Expense | | | |
| Current Tax | | 3,307.28 | — |
| Deferred Tax | | 538.73 | (384.20) |
| MAT Credit | | — | — |
| Earlier years (Net) | 2.57 | (654.54) | — |
| Profit / (Loss) for the year | (A) | 1,460.21 | (21,287.97) |

STANDALONE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2021

| | Note No. | 2020-21
Lakhs | 2019-20<br> Lakhs |
|---------------------------------------------------------------------------------------|-----------|--------------------|--------------------|
| Standalone Statement of Profit & Loss for the year ended
31st March 2021 (Contd.,) | | | |
| Other Comprehensive Income | | | |
| Items that will not be reclassified to profit or loss : | | | |
| Remeasurement of post employment benefit obligations | | 20.25 | 295.08 |
| Income tax relating to these items | | (7.08) | (103.11) |
| Other Comprehensive Income for the year after tax | (B) | 13.17 | 191.97 |
| | | | |
| Total Comprehensive Income for the year | (A) + (B) | 1,473.38 | (21,096.00) |
| Earnings per Equity Share (Face Value of ` 1/-) in Rupees | 2.45 | | |
| Basic & Diluted | | 1.34 | (20.41) |

Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

For and on behalf of the Board

Vanitha Mohan Chairman (DIN : 00002168)

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH 2021

a)	Equity Share Capital	` Lakhs
	Balance as on 1st April 2019	947.97
	Movement during the year 2019-20	—
	Balance as on 31st March 2020	947.97
	Movement during the year 2020-21	270.84
	Balance as on 31st March 2021	1,218.81

					` Lakhs
b)	Other Equity	Securities Premium	Retained Earnings	Other Comprehensive Income	Total
	Balance as on 1st April 2019	80,961.56	(17,966.04)	78.86	63,074.38
	- Profit / (Loss) for the year 2019-20	—	(21,287.97)	—	(21,287.97)
	- Other Comprehensive Income, Net off Income Tax	—	—	191.97	191.97
	Balance as on 31st March 2020	80,961.56	(39,254.01)	270.83	41,978.38
	- Profit / (Loss) for the year 2020-21	—	1,460.21	—	1,460.21
	- Other Comprehensive Income, Net off Income Tax	—	—	13.17	13.17
	- Premium on issue of equity shares (Net off issue expenses)	7,681.21	—	—	7,681.21
	Balance as on 31st March 2021	88,642.77	(37,793.80)	284.00	51,132.97

Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

For and on behalf of the Board

Vanitha Mohan Chairman (DIN : 00002168)

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

| | | | Year Ended
31st March 2021
Lakhs | | Year Ended<br>31st March 2020<br> Lakhs |
|----|-------------------------------------------------------------------------------|------------------|------------------------------------------|-------------|------------------------------------------|
| A. | CASH FLOW FROM OPERATING ACTIVITIES : | | | | |
| | Net Profit / (Loss) Before Tax | | 4,651.68 | | (21,672.17) |
| | Adjustments for : | | | | |
| | Exceptional Items (Net) | — | | 19,072.36 | |
| | Depreciation & Amortisation Expense | 9,095.04 | | 9,269.24 | |
| | Expected Credit Loss / Advances Written off
(Net off Provisions) | 53.68 | | 12.46 | |
| | Excess Provision no longer required written back | (32.82) | | (564.87) | |
| | (Profit) / Loss on sale / disposal of Property,
Plant and Equipment (Net) | 13.02 | | (52.99) | |
| | Assets Discarded / Written off | 1,121.96 | | 3.42 | |
| | Proceeds from disposal of Non-Current Investments | (37.44) | | — | |
| | Interest received | (79.09) | | (259.01) | |
| | Exchange Fluctuation (Gain) / Loss on Re-statement | 365.50 | | (37.63) | |
| | Gain on Fair Valuation / Disposal of Investments
at Fair Value through P&L | (11.55) | | (27.11) | |
| | Provision / (Reversal) of Impairment Loss | 282.90 | | — | |
| | Finance Costs | 4,052.86 | | 3,108.45 | |
| | | | 14,824.06 | | 30,524.32 |
| | Operating Profit before working capital changes | | 19,475.74 | | 8,852.15 |
| | Adjustments for :- | | | | |
| | (Increase) / Decrease in Trade Receivables | (1,477.62) | | 2,483.53 | |
| | (Increase) / Decrease in Inventories | (6,843.10) | | 866.85 | |
| | (Increase) / Decrease in Other Assets | (88.49) | | (447.49) | |
| | Increase / (Decrease) in Trade Payables | 1,291.66 | | 5,485.35 | |
| | Increase / (Decrease) in Other Payables | 565.20 | | 891.89 | |
| | | | (6,552.35) | | 9,280.13 |
| | Cash generated from Operations | | 12,923.39 | | 18,132.28 |
| | Direct taxes
Net cash from operating activities | | (105.35)
12,818.04 | | (13.27)
18,119.01 |
| | | | | | |
| B. | CASH FLOW FROM INVESTING ACTIVITIES : | | | | |
| | Purchase of Property, Plant and Equipment | (2,983.52) | | (6,585.94) | |
| | Sale of Property, Plant and Equipment | 46.16 | | 3,571.83 | |
| | Adjustment for capital advances | 16.46 | | 1,213.17 | |
| | Purchase of Non-Current Investments | (1,277.68) | | (10,537.54) | |
| | Loan to Subsidiaries | — | | (11,175.73) | |
| | Proceeds from disposal of Non-Current Investments | 37.44 | | — | |
| | Purchase of Current Investments | (230.00) | | — | |
| | Proceeds on Sale of Current Investments
Interest received | 632.34
263.12 | | —
81.22 | |
| | Net Cash (used in) / from investing activities | | (3,495.68) | | (23,432.99) |
| | | | | | |

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

| | | Year Ended
31st March 2021
Lakhs | | Year Ended<br>31st March 2020<br> Lakhs |
|----|-----------------------------------------------------------------------------|------------------------------------------|------------|------------------------------------------|
| | Standalone Cash Flow Statement for the Year Ended 31st March 2021 (Contd.,) | | | |
| C. | CASH FLOW FROM FINANCING ACTIVITIES : | | | |
| | Proceeds from / (Repayment of)
Current Borrowings (Net) | (8,819.84) | (5,750.95) | |
| | Repayment of Long Term Borrowings | (3,390.64) | (3,784.18) | |
| | Proceeds from Long Term Borrowings | — | 17,679.50 | |
| | Dividend & Tax on Dividend Paid | (37.78) | (3.79) | |
| | Proceeds from Right Issue (Net off Issue Expenses) | 7,952.05 | — | |
| | Repayment of Lease Liabilities | (268.90) | (198.77) | |
| | Finance Costs paid | (3,340.08) | (2,799.54) | |
| | Net Cash from / (used in) financing activities | (7,905.19) | | 5,142.27 |
| D. | NET INCREASE / (DECREASE) IN CASH AND
CASH EQUIVALENTS (A+B+C) | 1,417.17 | | (171.71) |
| | Cash and cash equivalents as at | | | |
| | 1.4.2020 and 1.4.2019 (Opening Balance) | 233.11 | | 404.82 |
| | Cash and cash equivalents as at
31.3.2021 and 31.3.2020 | 1,650.28 | | 233.11 |
| | (Closing Balance) (Refer to Note No. 2.15) | | | |

Changes in Liability arising from financing activities, disclosing changes arising from Cash and Non Cash Flow: As on 31-3-2021 ` Lakhs

Particulars	Non Current Borrowings (including current maturities)	Current Borrowings	Lease Liability
Opening Balance as at 1st April, 2020	25,508.93	8,819.84	2,533.48
Cash Flows (Net) - Proceeds / (Repayment)	(3,390.64)	(8,819.84)	(268.90)
Addition during the year - Impact on account of Ind AS 116	—	—	786.45
Interest conve rted into Loan	717.39	—	—
Amortisation	147.77	—	—
Closing Balance as at 31st March 2021	22,983.45	—	3,051.03
As on 31-3-2020
Opening Balance as at 1st April, 2019	11,451.88	14,570.79	1.09
Cash Flows (Net) - Proceeds / (Repayment)	13,895.32	(5,750.95)	(198.77)
Addition during the year - Impact on account of Ind AS 116	—	—	2,731.16
Interest converted into Loan	—	—	—
Amortisation of Loan origination cost	161.73	—	—
Closing Balance as at 31st March 2020	25,508.93	8,819.84	2,533.48
Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

Vanitha Mohan Chairman (DIN : 00002168)

For and on behalf of the Board

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2021

1. SIGNIFICANT ACCOUNTING POLICIES

i. Corporate Information:

Pricol Limited is a company incorporated on 18th May, 2011 and is engaged in the business of manufacturing and selling of Instrument clusters and other allied automobile components to Original Equipment Manufacturers (OEM) and replacement markets. Pursuant to the Scheme of Amalgamation sanctioned by the Honourable High Court of Judicature at Madras, Erstwhile Pricol Limited (Transferor Company) amalgamated with Pricol Pune Limited (Transferee Company) with the appointed date as 1st April, 2015 and the Transferee Company was renamed from "Pricol Pune Limited" to "Pricol Limited" with effect from 18th November, 2016. The Equity share of the company are listed on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE).

ii. General Information and Statement of Compliance with Ind AS:

These Standalone Financial Statements ('financial statements') of the Company have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs ('MCA') under Section 133 of the Companies Act, 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act. The Company has uniformly applied the accounting policies during the periods presented. The financial statements for the year ended 31 March 2021 were authorised and approved for issue by the Board of Directors on 26th May 2021.

iii. Basis of Preparation:

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. The presentation of financial statement is based on Ind AS Schedule III of the Companies Act, 2013.

The Financial Statements have been prepared & presented on the historical convention and on accrual basis, except for the following material items in the Balance Sheet:

• Financial assets are measured either at fair value or at amortised cost depending on their classification;
• Derivative instruments are measured at their fair values;
• Employee defined benefit assets/ liabilities are recognised as the net total of fair value of plan assets, adjusted for actuarial gains/losses and the present value of defined benefit obligations;
• Long term borrowings are measured at amortised cost using the effective interest rate (EIR) method;
• Assets held for sale are measured at fair value less cost to sell;
• Right-of-use of Assets are recognised at the present value of lease payments that are not paid as on that date. This amount is adjusted for any lease payments made at or before the commencement of the lease and initial direct cost incurred, if any.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on the basis stated above and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value-in-use under Ind AS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

• Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.

iv. Use of Estimates:

The preparation of financial statements is in conformity with generally accepted accounting principles which require the management of the Company to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and disclosure of contingent liabilities at the end of the reporting period. Although these estimates are based upon the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future period. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Application of accounting policies that require significant accounting estimates involving complex and subjective judgments and the use of assumptions in these Financial statements have been disclosed separately under the heading "Significant accounting Judgements, estimates and assumptions".

v. Current versus non-current classification:

The entity presents assets and liabilities in the balance sheet based on current / non-current classification.

An asset is classified as current, when:

• It is expected to be realised or intended to be sold or consumed in normal operating cycle
• It is held primarily for the purpose of trading
• It is expected to be realised within twelve months after the reporting period, or
• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is classified as current, when:

• It is expected to be settled in normal operating cycle

• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The entity classifies all other liabilities as non-current.

Current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current assets and liabilities.

vi. Foreign currency transactions:

Functional and presentation currency

The financial statements are presented in Indian Rupee (`) which is also the functional and presentation currency of the Company. All amounts have been rounded-off to the nearest lakh with two decimals.

a. Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the exchange rate between the functional currency and the foreign currency at the date of the transaction.

b. Conversion

Foreign currency monetary items are converted to functional currency using the closing rate. Nonmonetary items denominated in a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or any other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from those at which they were initially recorded, are recognised in the statement of profit and loss on a net basis within other gains / (losses) in the year in which they arise.

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

vii. Revenue Recognition:

Sale of goods

Revenue from customers is recognised when the company satisfies performance obligation by transferring promised goods or services to the customers. Revenue is measured based on transaction price, which is the fair value of the consideration received/receivable net of returns and allowances, trade discounts and GST.

Revenue from sale of goods and associated services is recognised at the point of time when the goods are sold or services rendered.

The Company considers any other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the goods, the Company considers the effect of variable consideration, the existence of significant financing components, non cash consideration and consideration payable to the customer, if any. A refund liability (included in other financial liabilities) is recognised for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with a credit term of 30 days to 120 days, which is consistent with market practice. The Company's obligation to repair or replace faulty products under the standard warranty terms is recognised as a provision.

Dividend

Dividend income from investments is recognised when the Company's right to receive payment has been established.

Interest Income

Interest income from a financial asset is recognised using effective interest rate (EIR) method. EIR is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Claims

Claims made by the company including price escalations and those made on the Company are recognised in the Statement of Profit and Loss as and when the claims are accepted / Liability is crystallised.

viii. Property, Plant and Equipment & Depreciation:

Property, Plant and Equipment (PPE), being fixed assets are tangible items that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes and are expected to be used for more than a period of twelve months. They are measured at cost less accumulated depreciation and any accumulated impairment. Cost comprises of the purchase price including import duties and non-refundable purchase taxes after deducting trade discounts and rebates and any costs attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the Management. Own manufactured assets are capitalised at cost including an appropriate share of overheads. Financing costs (if any) relating to acquisition of assets which take substantial period of time to get ready for intended use are also included to the extent they relate to the period upto such assets are ready for their intended use.

Items such as spare parts, stand-by equipment and servicing equipment are capitalised if they meet the definition of property, plant and equipment.

Depreciation on Property, Plant and Equipment (PPE) are provided under straight line method as per the useful lives and manner prescribed under Schedule II to the Companies Act, 2013, except for leasehold improvements which are amortised as depreciation over the useful life or lease period, which ever is lower and Dies, Tools and Moulds which are depreciated over a period of 3 years.

Where the cost of a part of the PPE is significant to the total cost of the PPE and if that part of the PPE has a different useful life than the main PPE, the useful life of that part is determined separately for depreciation.

The Company has used the following useful lives to provide depreciation on its Property, Plant and Equipment:

Class of Assets	Useful Lives
Factory Buildings	30 years
Improvement to Leasehold Buildings	Useful life or lease period whichever is lower
Plant & Equipments	7.5 years (Triple Shift)
Furniture & Fixtures	10 years
Vehicles	8 years
Office Equipments	5 years
Dies, Tools and Moulds	3 years
Computer Equipments
- Servers and Networks	6 years
- End User Devices	3 years
Spares	1 - 3 years

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

The management believes that the useful lives adopted reflect the expected pattern of consumption of future economic benefits.

The depreciation method applied to an asset is reviewed at each financial year-end and if there has been a significant change in the expected pattern of consumption of future economic benefits embodied in the asset, depreciation is charged prospectively to reflect the changed pattern.

The carrying amount of an item of PPE is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of Property, Plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of profit and loss when the asset is derecognised.

ix. Investment property:

Investment property is a land or building, held to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes; or sale in the ordinary course of business.

Investment properties (if any), are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in Statement of profit and loss as incurred. Investment properties are depreciated using the straight-line method over their estimated useful lives.

The Company has used the following useful lives to provide depreciation on its Investment Property:

Class of Assets	Useful Lives
Factory Buildings	30 years

x. Intangible assets and amortisation:

An intangible asset is an identifiable non-monetary asset without physical substance.

Intangible assets are recognised only if it is probable that future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably.

Computer software licenses are capitalised on the basis of costs incurred to acquire and bring to use the specific software. Operating software is capitalised and amortised along with the related fixed asset.

Class of Assets	Useful Lives
Specialised software	4 Years
Fees for Technical Know-how	4 Years
Intangible Assets acquired on Amalgamation	15 Years (Based on a technical opinion)
Goodwill	15 Years

The Company has used the following useful lives to amortise its intangible assets:

xi. Non-current assets held for sale and discontinued operations:

Non-current assets and Disposal Group 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-

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

current asset or the Disposal Group is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as held for sale. Non-current assets and Disposal Group held for sale are measured at the lower of carrying amount and fair value less cost to sell.

Non-current assets and Disposal Group that ceases to be classified as held for sale shall be measured at the lower of carrying amount before the non-current asset and Disposal Group was classified as held for sale adjusted for any depreciation/ amortisation and its recoverable amount at the date when the Disposal Group no longer meets the "Held for sale" criteria.

xii. Impairment of Non-Financial assets:

The Company periodically assesses whether there is any indication that an asset or a group of assets comprising a cash generating unit may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. For an asset or group of assets that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost. An impairment loss is reversed only to the extent that the amount of asset does not exceed the net book value that would have been determined if no impairment loss had been recognised.

xiii. Impairment of Financial assets:

The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires Expected Credit Losses to be measured through a loss allowance. The Company recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses, if the credit risk on the financial asset has increased significantly since initial recognition.

xiv. Fair value measurement:

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market Participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

• Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;
• Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level Input that is significant to the fair value measurement as a whole) at the end of each reporting period.

xv. Financial instruments:

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

a. Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

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

• Debt instruments at amortised cost
• Debt instruments at fair value through other comprehensive income (FVTOCI);
• Debt instruments and equity instruments at fair value through profit or loss (FVTPL);
• Equity instruments measured at fair value through other comprehensive income (FVTOCI).

Debt instruments at amortised cost:

A 'debt instrument' is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

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

Debt instrument at FVTOCI:

A 'debt instrument' is classified as at the FVTOCI if both of the following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
• The asset's contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the Other Comprehensive Income (OCI).

Debt instrument at FVTPL:

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortised cost or as FVTOCI, is classified as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.

In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

measurement or recognition inconsistency (referred to as 'accounting mismatch').

Equity investments (other than investments in subsidiaries and joint ventures):

All equity investments within the scope of Ind AS 109, 'Financial Instruments', are measured at fair value either through statement of profit and loss or other comprehensive income. The Company makes an irrevocable election to present in OCI the subsequent changes in the fair value on an instrument-by-instrument basis. The classification is made on initial recognition.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, impairment gains or losses and foreign exchange gains and losses, are recognised in the OCI. Any gains or losses on de-recognition is recognised in the OCI and are not recycled to the statement of profit or loss.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.

De-recognition of Financial Assets:

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily de-recognised when:

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

When the Company has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Investment in Subsidiaries, Associates and Joint ventures:

The Company's investment in equity instruments of Subsidiaries, Associates and Joint venture are accounted for at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, associates and joint venture, the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.

b. Financial Liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and transaction cost (if any) that is attributable to the acquisition of the financial liabilities is also adjusted.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

• Loans and borrowings:

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are de-recognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

• Trade and other payables:

These amounts represent liabilities for goods or services provided to the Company which are unpaid at the end of the reporting period. Trade and other payables are presented as current

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

liabilities when the payment is due within a period of 12 months from the end of the reporting period. For all trade and other payables classified as current, the carrying amounts approximate fair value due to the short maturity of these instruments. Other payables falling due after 12 months from the end of the reporting period are presented as non-current liabilities and are measured at amortised cost unless designated as fair value through profit and loss at the inception.

• Other financial liabilities at fair value through profit or loss:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Gains or losses on liabilities held for trading are recognised in the profit or loss.

De-recognition of Financial Liabilities:

A financial liability is de-recognised 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 or loss.

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, to realize the assets and settle the liabilities simultaneously.

xvi. Borrowing costs:

Borrowing costs directly attributable to acquisition/ construction of qualifying assets are capitalised until the time all substantial activities necessary to prepare the qualifying assets for their intended use are complete. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use/ sale. All other borrowing costs are charged to statement of profit and loss.

xvii.Cash and cash equivalents:

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

xviii.Employee benefits:

a. Short Term and other long term employee benefits:

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave, in the period the related service is rendered, at an undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at an undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

b. Post-Employment Benefits:

i. Defined Contribution Plans

A defined contribution plan is a postemployment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund and Superannuation Fund. The Company's contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

ii. Defined Benefit Plans

For defined benefit retirement plans, the cost of providing benefits is determined

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognised in OCI in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment.

xix. Provisions:

A provision is recognised when an enterprise has a present obligation (legal or constructive) as result of past event and it is probable that an outflow of embodying economic benefits of resources will be required to settle a reliably assessable obligation. Provisions are determined based on best estimate required to settle each obligation at each balance sheet date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

xx. Contingent liabilities:

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The company does not recognise a contingent liability but discloses its existence in the financial statements.

Contingent Assets are not recognised but are disclosed when the inflow of economic benefits are probable.

xxi. 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. Partly paid equity shares (if any) are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share split; and consolidation of shares if any.

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

xxii.Government Grants:

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

xxiii.Taxes on Income:

Tax expense comprises of current and deferred tax.

a. Current income tax:

Current 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, at the reporting date. Current income tax relating to items recognised directly in other comprehensive income/equity is recognised in other comprehensive income / equity and not in the statement of profit and loss. Management

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

b. Deferred tax

Deferred tax is provided 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 carrying amount of deferred tax assets are 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 tax asset to be utilised.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

c. Minimum Alternate Tax:

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax.

Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the Company.

xxiv.Inventories:

Inventories are valued at lower of cost and estimated net realizable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The basis of determining cost for various categories of inventories is as follows:-

• i) Raw Materials, Packing Materials & Stores and Spares: Weighted average basis.
• ii) Finished Goods and Work-In-Progress: Cost of Direct Material, Labour & Other Manufacturing Overheads.

Stores & Spares which do not meet the definition of Property, Plant and Equipment are accounted as inventories.

xxv.Leases:

a. The Company as a lessee:

The Company's lease asset classes primarily consist of leases for land, buildings and computer equipments. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

• (i) the contract involves the use of an identified asset
• (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and
• (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a Right-of-Use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short term and lowvalue leases, the Company recognizes the lease

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will exercise an extension or a termination option.

Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

b. The Company as a Lessor :

Leases for which the company is a lessor is classified as a finance or operating lease. Wherever the terms of the lease transfers substantially all the risks and ownership to the lessee, the contract is classified as finance lease. All other leases are classified as operating lease.

xxvi.Business Combination:

The Company accounts for each business combination by applying the acquisition method. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive.

The Company measures goodwill as of the applicable acquisition date at the fair value of the consideration transferred, less the net recognised amount of the identifiable assets acquired and liabilities (including contingent liabilities in case such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably) assumed. When the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognised as capital reserve.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company. Consideration transferred also includes the fair value of any contingent consideration (if any). Consideration transferred does not include amounts related to settlement of pre-existing relationships.

Any contingent consideration (if any) is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise subsequent changes in the fair value of the contingent consideration are recognised in the Statement of Profit and Loss.

Transaction costs that the Company incurs in connection with a business combination, such as finder's fees, legal fees, due diligence fees and other professional and consulting fees, are expensed as incurred.

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

xxvii. Exceptional Items:

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. These are material items of income or expense that have to be shown separately due to the significance of their nature or amount.

xxviii. Financial guarantee contracts:

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

Significant accounting Judgments, estimates and assumptions:

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Company's accounting policies:

a) Recognition of deferred tax assets:

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.

b) Provision and contingent liability:

On an ongoing basis, the Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements.

c) Useful lives of depreciable assets:

Management reviews the useful lives of depreciable assets at each reporting period. As at March 31, 2021 management assessed that the useful lives represent the expected utility of the assets to the Company. Further, there is no significant change in the useful lives as compared to previous year.

d) Evaluation of indicators for impairment of assets:

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

e) Defined benefit obligation:

Management's estimate of the Defined Benefit obligation is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may impact the obligation amount and the annual defined benefit expenses.

f) Fair value measurements:

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

g) Allowances for uncollected accounts receivable and advances:

Trade receivables do not carry interest and are stated at their normal value as reduced by appropriate

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectable. Impairment is made on the expected credit loss model, which is the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about the risk of default and expected loss rates. Judgement in making these assumptions and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.

h) Leases:

Significant judgments are required in the assumptions and made in order to determine the ROU asset and lease liability. The assumptions and estimates include application of practical expedients, selection of accounting policy choices, assessment of lease term, determination of applicable incremental borrowing rate, among others.

Recent pronouncements:

On 24th March 2021, the Ministry of Corporate Affairs ("MCA") through a Notification amended Schedule III of the Companies Act 2013. The amendments primarily related to;

• (a) Change in existing presentation requirement for certain amounts in Balance sheet for example lease liability, Security deposit, current maturities of Long term Borrowings, effect of prior period errors on Equity Share Capital.
• (b) Additional disclosure requirements in specified formats for eg., trade receivables, trade payables, capital work in progress, intangible assets, shareholding of promoters, etc.
• (c) Disclosure of funds that have been used other than for the specified purposes for which it was borrowed from banks and financial institutions.
• (d) Additional Regulatory information for eg., compliance with number of layers of Companies, title deed of immovable properties, disclosure on financial ratios, loans and advances to Managerial Personnel, etc.
• (e) Disclosure relating to Corporate Social Responsibility, undisclosed income and holding in respect of Crypto or Virtual Currency.

These amendments are extensive and the company is in the process of evaluating the same.

«««««

										Lakhs `
Particulars	Land	Leasehold Land	Buildings	ments to Leasehold Buildings Improve	Plant & Equipment	Furniture and Fixtures	Vehicles	Office Equipments	Computer Equipments	Total
Gross Carrying Value
As at 1st April, 2019	8,570.60	890.62	15,535.61	374.46	27,770.48	809.22	273.52	75.74	2,818.11	57,118.36
Additions during 2019-20	185.59	—	863.67	—	4,425.41	21.77	—	3.08	66.61	5,566.13
Deletions during 2019-20	—	—	—	—	71.50	12.81	0.52	—	2.98	87.81
Re-classified as Right of Use (Refer to Note No. 2.2)	—	890.62	—	—	—	—	—	—	—	890.62
As at 31st March, 2020	8,756.19	—	16,399.28	374.46	32,124.39	818.18	273.00	78.82	2,881.74	61,706.06
Additions during 2020-21	—	—	336.68	—	2,637.46	4.00	17.15	—	37.26	3,032.55
Deletions during 2020-21	—	—	19.33	—	1,613.12	41.54	10.97	15.77	73.26	1,773.99
Impaired during 2020-21	—	—	—	—	242.51	—	—	—	1,114.23	1,356.74
Property (Refer to Note No. 2.4) Re-classified as Investment	188.00	—	543.83	—	—	—	—	—	—	731.83
As at 31st March, 2021	8,568.19	—	16,172.80	374.46	32,906.22	780.64	279.18	63.05	1,731.51	60,876.05

Accumulated Depreciation

Lakhs `										Net Carrying Value
25,582.55	1,393.73	39.77	189.11	359.36	19,201.54	177.26	4,221.78	—	—	As at 31st March, 2021
126.24	—	—	—	—	—	—	126.24	—	—	Property (Refer to Note No. 2.4) Re-classified as Investment
1,077.21	955.02	—	—	—	122.19	—	—	—	—	2020-21
										Withdrawn on Impairment during
1,232.58	43.44	14.38	6.17	23.12	1,142.35	—	3.12	—	—	Withdrawn during the year 2020-21
5,882.47	291.21	5.62	28.88	78.56	4,611.71	36.57	829.92	—	—	Depreciation for the year 2020-21
22,136.11	2,100.98	48.53	166.40	303.92	15,854.37	140.69	3,521.22	—	—	As at 31st March, 2020
20.84	—	—	—	—	—	—	—	20.84	—	Re-classified as Right of Use (Refer to Note No. 2.2)
18.46	2.44	—	—	2.77	13.25	—	—	—	—	Withdrawn during the year 2019-20
6,102.76	462.75	8.00	35.32	87.83	4,645.80	36.79	826.27	—	—	Depreciation for the year 2019-20
16,072.65	1,640.67	40.53	131.08	218.86	11,221.82	103.90	2,694.95	20.84	—	As at 1st April, 2019
Lakhs `										Accumulated Depreciation

										Certain Property, Plant and Equipment have been given as security against borrowings availed by the company (Refer to Note No. 2.24 & 2.29).
35,293.50	337.78	23.28	90.07	421.28	13,704.68	197.20	11,951.02	—	8,568.19	As at 31st March, 2021
39,569.95	780.76	30.29	106.60	514.26	16,270.02	233.77	12,878.06	—	8,756.19	As at 31st March, 2020

2.2.	RIGHT OF USE				` Lakhs
	Particulars	Land	Building s	Computer Equipments	Total
	Gross Carrying Value
	As at 1st April, 2019	—	—	—	—
	Reclassified from PPE	890.62	—	—	890.62
	Additions / Adjustments during 2019-20	30.38	2,808.69	—	2,839.07
	Deletions during 2019-20	—	—	—	—
	As at 31st March, 2020	921.00	2,808.69	—	3,729.69
	Additions during 2020-21	—	130.03	656.42	786.45
	Deletions during 2020-21	—	—	—	—
	As at 31st March, 2021	921.00	2,938.72	656.42	4,516.14

Accumulated Depreciation

				` Lakhs
As at 1st April, 2019	—	—	—	—
Reclassified from PPE	20.84	—	—	20.84
Depreciation for the year 2019-20	12.65	388.27	—	400.92
Withdrawn during the year 2019-20	—	—	—	—
As at 31st March, 2020	33.49	388.27	—	421.76
Depreciation for the year 2020-21	13.60	393.69	11.12	418.41
Withdrawn during the year 2020-21	—	—	—	—
As at 31st March, 2021	47.09	781.96	11.12	840.17
Net Carrying Value				` Lakhs
As at 31st March, 2020	887.51	2,420.42	—	3,307.93

As at 31st March, 2021 873.91 2,156.76 645.30 3,675.97

2.3. CAPITAL WORK-IN-PROGRESS

As on 31st March 2021

				` Lakhs
Particulars	Buildings	Plant & Equipment	Others	Total
As at 1st April, 2020	8.41	2,017.00	—	2,025.41
Add : Addition during the year	379.58	2,543.63	59.59	2,982.80
Less : Deletion during the year	336.68	2,637.46	58.41	3,032.55
As at 31st March, 2021	51.31	1,923.17	1.18	1,975.66

As on 31st March 2020

				` Lakhs
As at 1st April, 2019	176.87	1,126.96	56.34	1,360.17
Add : Addition during the year	695.21	5,315.45	35.12	6,045.78
Less : Deletion during the year	863.67	4,425.41	91.46	5,380.54
As at 31st March, 2020	8.41	2,017.00	—	2,025.41

Others include Furniture and Fixtures, Vehicles, Office Equipments and Computer Equipments.

2.4. INVESTMENT PROPERTY

			` Lakhs
Particulars	Land	Building	Total
Gross Carrying Value
As at 1st April, 2019	462.00	700.00	1,162.00
Additions during 2019-20	—	—	—
Deletions during 2019-20	—	—	—
As at 31st March, 2020	462.00	700.00	1,162.00
Additions during 2020-21	—	—	—
Reclassified from PPE	188.00	543.83	731.83
Deletions during 2020-21	—	—	—
As at 31st March, 2021	650.00	1,243.83	1,893.83
Accumulated Depreciation			` Lakhs
As at 1st April, 2019	—	168.06	168.06
Depreciation for the year 2019-20	—	42.20	42.20
Withdrawn during the year 2019-20	—	—	—
As at 31st March, 2020	—	210.26	210.26
Depreciation for the year 2020-21	—	53.87	53.87
Reclassified from PPE	—	126.24	126.24
Withdrawn during the year 2020-21	—	—	—
As at 31st March, 2021	—	390.37	390.37
Net Carrying Value			` Lakhs
As at 31st March, 2020	462.00	489.74	951.74

The above Investment properties have been given as security against borrowings. (Refer to Note No.2.24)

For depreciation method and useful lives - Refer to Note No.1 (ix) of significant accounting policies.

The Company has identified Land and Building at Karamadai and Poochiyur to be in the nature of investment property as they are being held to earn rentals.

As at 31st March, 2021 650.00 853.46 1,503.46

` Lakhs

NOTES TO STANDALONE FINANCIAL STATEMENTS(Contd.,) NOTES TO STANDALONE FINANCIAL STATEMENTS(Contd.,)

INVESTMENT PROPERTY (Contd.,)

i) Amount recognised in Statement of Profit and Loss for investment properties

2020-21 2019-20 Rental Income 94.04 37.15 Direct operating expenses arising from investment property that generated rental income during the year Less : Depreciation expense 53.87 42.20 Less : Repairs and Maintenance - Buildings 123.91 — Profit / (Loss) from Investment Property (83.74) (5.05) Particulars

• ii) Fair Value of Land and Building held as Investment Property 2,700.63 Lakhs (Previous year 2,032.67 Lakhs)
• iii) Contractual obligations to construct investment property or for Repairs & Maintenance or enhancement Nil (Previous year - Nil)

2.5. GOODWILL

	` Lakhs
Particulars	Amount
Gross Carrying Value
As at 1st April, 2019	15,479.67
Additions during 2019-20	—
Deletions during 2019-20	—
As at 31st March, 2020	15,479.67
Additions during 2020-21	—
Deletions during 2020-21	—
As at 31st March, 2021	15,479.67

Accumulated Amortisation

	` Lakhs
As at 1st April, 2019	4,552.27
Amortisation for the year 2019-20	993.40
Withdrawn during the year 2019-20	—
As at 31st March, 2020	5,545.67
Amortisation for the year 2020-21	993.40
Withdrawn during the year 2020-21	—
As at 31st March, 2021	6,539.07

Net Carrying Value

	` Lakhs
As at 31st March, 2020	9,934.00
As at 31st March, 2021	8,940.60

Refer to Note No. 2.53 in relation to Scheme of Amalgamation and accounting treatment.

2.6. OTHER INTANGIBLE ASSETS

					` Lakhs
Particulars	Computer Software	Technical Knowhow	Brand / Trade Mark	Patents & Developed Technology	Total
Gross Carrying Value
As at 1st April, 2019	1,427.27	1,597.87	4,914.00	14,116.00	22,055.14
Additions during 2019-20	319.54	—	—	—	319.54
Deletions during 2019-20	—	—	—	—	—
As at 31st March, 2020	1,746.81	1,597.87	4,914.00	14,116.00	22,374.68
Additions during 2020-21	35.75	—	—	—	35.75
Deletions during 2020-21	902.02	1,087.05	—	—	1,989.07
Impaired during 2020-21	7.90	—	—	—	7.90
As at 31st March, 2021	872.64	510.82		4,914.00 14,116.00	20,413.46

Accumulated Amortisation ` Lakhs

Particulars	Computer Software	Technical Knowhow	Brand / Trade Mark	Patents & Developed Technology	Total
As at 1st April, 2019	981.05	552.89	1,310.40	3,764.28	6,608.62
Amortisation for the year 2019-20	189.53	271.76	327.60	941.07	1,729.96
As at 31st March, 2020	1,170.58	824.65	1,638.00	4,705.35	8,338.58
Amortisation for the year 2020-21	201.63	276.59	327.60	941.07	1,746.89
Withdrawn during 2020-21	758.92	590.42	—	—	1,349.34
Withdrawn on Impairment during 2020-21	4.53	—	—	—	4.53
As at 31st March, 2021	608.76	510.82	1,965.60	5,646.42	8,731.60

` Lakhs Net Carrying Value

As at 31st March, 2020	576.23	773.22	3,276.00	9,410.65	14,036.10
As at 31st March, 2021	263.88	—	2,948.40	8,469.58	11,681.86

| | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|----------------------|
| 2.7. | INTANGIBLE ASSETS UNDER DEVELOPMENT | | |
| | COMPUTER SOFTWARE | | |
| | As at 1st April 2020 & 1st April 2019 | 35.03 | — |
| | Add : Additions during the year | 0.72 | 354.57 |
| | Less : Deletions during the year | 35.75 | 319.54 |
| | As at 31st March 2021 & 31st March 2020 | — | 35.03 |
| | 2.8. INVESTMENTS | | |
| a) | Investments in Equity Instruments, fully paid-up
In Subsidiaries (at Cost)
In Equity Shares, unquoted
7,500 Equity Shares of USD 1,000/-
each fully paid-up in PT Pricol Surya Indonesia - | | |
| b) | (Previous year - 7,500 Equity Shares of
USD 1,000/- each) (Extent of holding - 100%)
2,50,000 Equity Shares of USD 1/- each
fully paid-up in Pricol Asia Pte Limited, Singapore - | 4,521.52 | 4,521.52 |
| c) | (Previous year - 2,50,000 Equity Shares of
USD 1/- each) (Extent of holding - 100%)
21,25,00,000 Equity Shares of
1/- each fully paid-up in<br>Pricol Wiping Systems India Limited | 150.38 | 150.38 | | | (Previous year - 8,50,00,000 Equity<br>Shares of 1/- each) (Extent of holding - 100%) | 2,125.00 | 850.00 |
| | | 6,796.90 | 5,521.90 |
| | Less : Provision for Impairment | | |
| | In relation to Pricol Wiping Systems India Limited | 850.00
5,946.90 | 850.00
4,671.90 |
| | Aggregate amount of Quoted and Unquoted investments | | |
| | Investments in Equity Instruments | | |
| | Aggregate amount of quoted investments | — | — |
| | Aggregate market value of quoted investments | — | — |
| | Aggregate amount of unquoted investments | 6,796.90 | 5,521.90 |
| | Aggregate amount of impairment in value of investments | 850.00 | 850.00 |

• 1. Refer to Note No. 2.20 and 2.43 in relation to re-classification of investment and its related provision for impairment between Non-current investments and Non-current Investments held for sale during the financial year 2020-21 and 2019-20 consequent to the decision of the Board in relation to the disposal of the subsidiaries (including stepdown subsidiary).
• 1. Provision of Impairment loss of ` 850 Lakhs in relation to its wholly-owned subsidiary, Pricol Wiping Systems India Limited was recognised in earlier years consequent to the decision of the board to dispose off the subsidiary along with other subsidiaries. The Board at its meeting dated 26th May 2021 approved the draft scheme of amalgamation of the subsidiary company with Pricol Limited. Considering the synergies in operations on amalgamation, the management is of the view that no further impairment is necessary.
• 1. The investment amount of ` 400 Lakhs made in its wholly-owned subsidiary Pricol Wiping Systems India Limited during March 2021 was allotted by the subsidiary on 26th March 2021 and the effect of the increase was reflected in the demat account in April 2021.

| | | | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|------|---------------------------------------------------------------------------------------------------------------|-----------|----------------------|-----------|----------------------|
| | | | | | |
| 2.9. | LOANS | | | | |
| | Loan Receivables - Credit Impaired | | | | |
| | Loan to Wholly owned subsidiary,
Pricol Espana S.L. Spain | 11,585.41 | | 11,585.41 | |
| | Interest Accrued on the above | 177.10 | | 177.10 | |
| | Less : Interest Received / Other Adjustments | 761.77 | | — | |
| | Less : Converted into Equity instrument
in respect of investment held for sale
(Refer to Note No. 2.20) | 11,000.74 | — | — | 11,762.51 |
| | Provision for Expected Credit Loss | 11,762.51 | | 11,762.51 | |
| | Less : Reclassification of Provision for
Expected Credit Loss (Refer to Note No. 2.20) 11,762.51 | | | — | |
| | | | — | | 11,762.51 |
| | | | — | | — |
| | | | | | |

During the previous financial year, the company had granted a Loan of Euro 139.50 Lakhs equivalent to `11,000.74 Lakhs to wholly owned subsidiary, Pricol Espana S.L. Spain. The board at its meeting held on 29th June, 2020 had approved the conversion of the said loan into equity with effect from 1st April, 2020.

Also, Refer to Note No. 2.43 - Disposal of step down subsidiaries and Note No. 2.70 - Related party disclosure.

2.10. OTHER FINANCIAL ASSETS

Security Deposits	656.81	625.75
Fixed Deposits with Banks #	172.71	172.71
Less : Allowance for Doubtful Deposits	26.10	26.10
	803.42	772.36
# Fixed Deposit provided as security is towards borrowings availed.
2.11. OTHER NON CURRENT ASSETS
Capital Advances	63.75	82.34
Advance Tax, Net off Provision	794.27	261.10
MAT Credit Entitlement (Refer to Note No. 2.57)	2,372.59	5,453.15
Deposits and Prepayments	203.92	199.92
Less : Provision for doubtful advances / deposits	86.43	88.56
	3,348.10	5,907.95

| | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|-----------------------------------------------|----------------------|----------------------|
| | | |
| 2.12. INVENTORIES | | |
| Raw Materials & Components | 15,632.02 | 8,995.94 |
| Goods in Transit - Raw Materials & Components | 1,088.46 | 2,695.68 |
| Work-in-progress | 1,719.10 | 927.73 |
| Finished Goods | 4,792.37 | 3,856.73 |
| Stores & Spares | 446.88 | 384.83 |
| Traded Goods | 230.29 | 205.11 |
| | 23,909.12 | 17,066.02 |

Mode of valuation of inventories is stated in Note No. 1 (xxiv) of significant accounting policies.

Inventories have been given as securities for the borrowings availed by the Company. Refer to Note No. 2.29.

Inventories as stated above is net off Provision for / (Reversal) of Non / Slow Moving Inventory of 425.29 Lakhs - Previous year - 759.05 Lakhs

Cost of Inventory recognised as an expense

| | Particulars | 2020-21
Lakhs | 2019-20<br> Lakhs |
|----|------------------------------------------------------------------------------------|--------------------|--------------------|
| | Cost of Materials Consumed | 92,767.54 | 76,158.23 |
| | Cost of Traded Goods Sold | 5,441.62 | 6,407.10 |
| | Stores and Spares | 153.32 | 152.84 |
| | 2.13. INVESTMENTS | | |
| | Investments in Mutual Funds (at Fair Value through P&L) | | |
| | Quoted - Non Trade | | |
| 1. | ICICI Prudential Regular Savings Fund- Growth | — | 9.97 |
| 2. | IDFC Asset Allocation Fund of Funds -
Aggressive Plan - Growth - (Regular Plan) | — | 7.21 |
| 3. | Aditya Birla Sun Life Regular Savings Fund- Growth -
Regular Plan | — | 8.61 |
| 4. | ICICI Prudential Banking & PSU Debt Fund- Growth | — | 89.41 |
| 5. | Kotak Dynamic Bond Fund Regular Plan - Growth | — | 92.66 |
| 6. | Aditya Birla Sunlife Liquid Fund - Growth - Regular Plan | — | 132.83 |
| 7. | ICICI Prudential Liquid Fund - Growth | 40.09 | 130.25 |
| 8. | HDFC Liquid Fund - Regular Plan - Growth | 40.06 | — |
| | Total | 80.15 | 470.94 |
| | Aggregate amount of Quoted Investments | 80.15 | 470.94 |
| | Aggregate Market Value of Quoted Investments | 80.15 | 470.94 |

| | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|-------------------------------------------|----------------------|---|----------------------|
| | | | |
| 2.14. TRADE RECEIVABLES | | | |
| Unsecured Considered Good | 18,529.41 | | 17,184.58 |
| Less : Allowance for Expected Credit Loss | 281.43 | | 256.62 |
| Trade Receivables - Credit Impaired | 29.52 | — | |
| Less : Allowance for Expected Credit Loss | 29.52 | — | |
| | — | | — |
| | 18,247.98 | | 16,927.96 |
| | | | |

Trade Receivables have been given as securities for the borrowings availed by the Company. Refer to Note No. 2.29. Trade Receivables are non interest bearing and generally on credit terms in the range of 30 - 120 days.

The company's exposure to credit and currency risk and loss allowances related to Trade Receivables are disclosed in Note No. 2.55.

2.15. CASH AND CASH EQUIVALENTS

Balances with Banks
In Cash Credit Account	1,360.92	—
In Current Account	279.40	228.38
Cash on hand	9.96	4.73
	1,650.28		233.11
2.16. BANK BALANCES OTHER THAN ABOVE
Earmarked Balances
In Unpaid Dividend Account	63.75		101.53
In Margin Money Account	739.81		628.43
In Escrow Account	180.00		180.00
Others
In Fixed Deposit (with original maturity period of more	197.32		174.28
than 3 months and less than 12 months)
	1,180.88		1,084.24

Notes :

i. Margin Money with banks is towards issue of Bank Guarantee and Letter of Credit.

ii. Balances in Escrow Account represent One EMI for repayment of term loan availed from Cholamandalam Investment and Finance Company Limited.

| | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|----------------------|
| 2.17. LOANS | | |
| Unsecured considered Good | | |
| Loan to Wholly Owned Subsidiary | — | 175.00 |
| During the previous year 2019-20, the Company has granted a Loan of ` 175.00 Lakhs at the interest rate of
14% p.a to Pricol Wiping Systems India Limited. The same has been converted into equity shares during the
current year 2020-21. | | |
| Refer to Note No. 2.70 | | |
| 2.18. OTHER FINANCIAL ASSETS | | |
| Accrued Income | | |
| Export Incentives | 22.92 | 10.58 |
| Interest from Banks | 14.25 | 20.60 |
| Receivable from Wholly Owned / Erstwhile Subsidiary
(Refer to Note No. 2.70) | 64.04 | 68.69 |
| | 101.21 | 99.87 |
| 2.19. OTHER CURRENT ASSETS | | |
| GST Input Credits | 848.07 | 728.29 |
| Customs Duty Receivable | 20.19 | 10.52 |
| Others | | |
| Advances to Suppliers | 168.15 | 159.96 |
| Advances for Expenses | 261.87 | 257.93 |
| Prepayments | 141.19 | 225.65 |
| Gratuity Fund (Refer to Note No. 2.60) | 47.16 | 154.79 |
| Less : Provision for Doubtful Advances | 4.72 | 4.33 |
| | 1,481.91 | 1,532.81 |

| | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|----|----------------------------------------------------------------------------------------------------------------------------------------|----------------------|----------------------|
| | | | |
| | 2.20. NON CURRENT INVESTMENTS HELD FOR SALE | | |
| | (Refer to Note No. 2.43) | | |
| | Investments in Equity Instruments, fully paid-up
In Subsidiaries (at lower of its carrying amount and fair value less cost to sell) | | |
| | In Equity Shares, unquoted | | |
| a) | Investment in Pricol Espana S.L. Spain | 28,970.86 | 29,657.60 |
| b) | Investment in Pricol Wiping Systems India Limited | — | 850.00 |
| | | 28,970.86 | 30,507.60 |
| | Less: Re-classified to Non Current Investments | | |
| a) | Pricol Espana S.L. Spain. | | |
| | (Attributable to Investment made in Pricol Wiping Systems | | |
| | Czech s.r.o. through Pricol Espana S.L. Spain) | | |
| | (Extent of holding - 100 %) | — | 686.74 |
| b) | 8,50,00,000 Equity Shares of 1/- each fully paid-up in | | | | | Pricol Wiping Systems India Limited | — | 850.00 | | | | 28,970.86 | 28,970.86 | | | Add : Re-classified from Non Current Investments | | | | a) | Pricol Espana S.L. Spain. | | | | | (Attributable to Investment made in Pricol Wiping Systems | | | | | Czech s.r.o. through Pricol Espana S.L. Spain) | | | | | (Extent of holding - 100 %) | 686.74 | — | | | Add : Loan converted into Equity during the year | | | | | 1,39,50,000 Equity Shares of Euro 1/- each fully paid-up in | | | | | Pricol Espana S.L. Spain. (Refer to Note No. 2.9) | 11,000.74 | — | | | Add : Investment during the year | | | | | 2,05,000 Equity Shares of Euro 1/- each fully paid-up in | | | | | Pricol Espana S.L. Spain. | 177.68 | — | | | Less: Provision for impairment attributable to disposal of | | | | | Stepdown subsidiaries in Brazil and Mexico | — | 28,970.86 | | | | 40,836.02 | — | | | Less: Disposed off during the year | 40,836.02 | — | | | | — | — | | | | | | | | Aggregate amount of Quoted and Unquoted investments | | | | | Particulars | 31-3-2021 | 31-3-2020 | | | | Lakhs | ` Lakhs |
| | Investments in Equity Instruments | | |
| | Aggregate amount of quoted investments | — | — |
| | Aggregate market value of quoted investments | — | — |
| | Aggregate amount of unquoted investments | — | 28,970.86 |
| | | | |

Note: The aggregate number of equity shares at the time of disposal of the subsidiaries was 5,18,55,716 Equity Shares of Euro 1/- each (including the loan converted during the year).

| | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|---------------------------------------------------------------------------------------|----------------------|------------|----------------------|
| 2.21. NON CURRENT ASSETS HELD FOR SALE
(Measured at Fair Value less costs to sell) | | | |
| Land and Building | — | 4,089.27 | |
| Building under construction | — | 1,131.58 | |
| | — | 5,220.85 | |
| Less : Deletion on Disposal | — | 3,442.91 | |
| Add : Provision for Impairment / (Reversal) | — | (1,777.94) | |
| | — | | — |

The non current assets held for sale were disposed off during the previous year for a sale consideration of 3,510 Lakhs resulting in a loss on disposal of 1,710.85 Lakhs. The impairment loss amounting to 1,777.94 Lakhs, provided for in earlier years, has been reversed. The net amount of 67.09 Lakhs (net off impairment provision reversed) has been disclosed under other income.

2.22. EQUITY SHARE CAPITAL

Authorised
58,20,00,000 Equity Shares of ` 1/- each	5,820.00	5,820.00
(As at 31st March 2020 - 58,20,00,000
Equity Shares of ` 1/- each )
Issued, Subscribed and Paid-up
12,18,81,498 Equity Shares of ` 1/- each	1,218.81	947.97
(As at 31st March 2020 9,47,96,721
Equity Shares of ` 1/- each)

Reconciliation of the Shares Outstanding at the beginning and at the end of the reporting year :

	31-3-2021					31-3-2020
	No.of Shares	| No.of Shares |
Equity Shares	(in Lakhs)	Lakhs	(in Lakhs)	Lakhs
At the beginning of the year	947.97	947.97	947.97	947.97
Add : Issued during the year	270.84	270.84	—	—
At the closing of the year	1,218.81	1,218.81	947.97	947.97

a) Terms / rights attached to equity shares :

The company has only one class of equity shares having a par value of ` 1/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders.

31-3-2021	31-3-2020
Lakhs | Lakhs

EQUITY SHARE CAPITAL(Contd.,)

b) Details of Shareholders holding more than 5% shares in the company :

		31-3-2021		31-3-2020
	No. of Shares	% held	No. of Shares	% held
- Pricol Holdings Limited	1,10,01,762	9.03%	85,56,926	9.03%
- Vijay Mohan	96,15,636	7.89%	91,40,278	9.64%
- Vikram Mohan	76,25,506	6.26%	35,21,175	3.71%
- Viren Mohan	66,58,409	5.46%	66,58,409	7.02%
- PHI Capital Solutions LLP	69,84,428	5.73%	44,99,000	4.75%

c) Details of Shares held by Holding Company :

There are no Shares held by Holding Company / Subsidiaries of ultimate Holding Company as on 31st March 2021.

d) Details of Shares issued for consideration other than Cash :

9,47,96,721 shares of `1/- each were allotted for consideration other than cash during the financial year 2016-17 in terms of the Scheme of Amalgamation with Erstwhile Pricol Limited which was sanctioned by the Hon'ble High Court of Judicature at Madras on 6th October 2016.

e) There are no shares allotted by way of Bonus Shares and there have been no shares bought back in the immediately preceding five years.

f) Shares issued during the year :

Pursuant to the authorisation for the further infusion of capital through Rights issue by the Board of Directors of the Company in accordance with the provisions of the Companies Act, 2013 and the applicable Rules prescribed thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Company had issued 2,70,84,777 fully paid-up Equity Shares of face value of 1/- each for cash at a price of 30/- per Equity Share (including a premium of 29/ per Equity Share) aggregating to 8,125.43 lakhs on a rights basis to eligible equity shareholders in the ratio of two Equity Shares for every seven fully paid-up Equity Shares held on the record date, that is 25th November, 2020. These equity shares were allotted on 25th December 2020.

The fresh allotment of equity shares through Rights Issue as stated above has resulted in an increase of equity share capital by 270.84 Lakhs and securities premium by 7,854.59 Lakhs.

The share issue expenses of ` 173.38 Lakhs has been adjusted against securities premium.

| | | | | | 31-3-2021
Lakhs | | | 31-3-2020<br> Lakhs |
|-----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|---------------------|-------|----------------------|----------------------|---|----------------------------------------------------|
| 2.23. OTHER EQUITY | | | | | | | | |
| Securities Premium | | | | | | | | |
| Opening Balance | | | 80,961.56 | | | 80,961.56 | | |
| Add : Premium on issue of equity shares | (Net off issue expenses - Refer to Note 2.22 (f)) | | 7,681.21 | | 88,642.77 | — | | 80,961.56 |
| | Surplus / (Deficit) in the Statement of Profit & Loss | | | | | | | |
| Opening Balance | | | (39,254.01) | | | (17,966.04) | | |
| Add : Profit / (Loss) for the year | | | 1,460.21 | | | (21,287.97) | | |
| | | | | | (37,793.80) | | | (39,254.01) |
| Other Comprehensive Income | | | | | | | | |
| Opening Balance | | | 270.83 | | | 78.86 | | |
| Add : Addition during the year | | | 13.17 | | | 191.97 | | |
| | | | | | 284.00 | | | 270.83 |
| | | | | | 51,132.97 | | | 41,978.38 |
| 2.24. BORROWINGS | | | | | | | | |
| | | | Non-Current portion | | | | | Current Maturities |
| | | 31-3-2021 | Lakhs | | 31-3-2020<br> Lakhs | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
| Secured Loans at amortised cost : | | | | | | | | |
| Rupee Term Loan from Banks | | 12,626.01 | | | 14,263.00 | 3,237.01 | | 3,966.67 |
| Rupee Term Loan from Others | | | 6,077.06 | | 6,422.55 | 1,318.83 | | 1,279.94 |
| | Less: Unamortised portion of Finance Charges | | 151.64 | | 275.46 | 123.82 | | 147.77 |
| | | 18,551.43 | | | 20,410.09 | 4,432.02 | | 5,098.84 |
| Description | Frequency /
No.of Instalments Due | Maturity | 31-3-2021 | As at | As at
31-3-2020 | Security | | Interest Rate/
Effective Interest
Rate (EIR) |
| HDFC Bank Limited | — | — | | — | 666.67 | — | — | |
| Bank of Bahrain and
Kuwait B.S.C | — | Preclosed | | — | 760.00 | — | — | |
| Indusind Bank Limited | Quarterly / 1 of 60<br>Lakhs for Jun-2021<br>Quarterly / 14 of 180
Lakhs Jul-2021 to Dec-2024 &
Final Instalment of
303.50 Lakhs for Mar-2025 | Mar-25 | 2,883.50 | | 2,940.00 | Note 1 | | One year MCLR<br>plus 0.70%<br>EIR - 11.46% | | The South Indian<br>Bank Limited | Equal Quarterly / 14 of<br> 284.25 Lakhs | Nov-24 | 3,979.53 | | 4,363.00 | Note 2 | | One year MCLR
plus 0.80%
EIR - 11.29% |

Cholamandalam EMI / 54 of ` 178 Lakhs Sep-25 7,395.88 7,702.49 Note 3 Floating Interest Investment & Finance EIR - 13.80%

varying instalments MCLR plus 3.45%

ICICI Bank Limited Half Yearly / 8 of Nov-24 9,000.00 9,500.00 Note 4 One year

Company Limited

EIR - 11.70%

BORROWINGS (Contd.,)

The above maturity is based on the total principal outstanding gross of issuance expenses.

• Note 1 : Pari-passu first charge on specific immovable property situated at Plant I, Perianaickenpalayam, Coimbatore.
• Note 2 : Pari-passu first charge on specific immovable property situated at Plant I, Perianaickenpalayam, Coimbatore (Restricted to ` 1,500 Lakhs), exclusive charge on the immovable property situated at Plant X, 650, Benjamin Road, Sri City-517 646, Andhra Pradesh and exclusive charge by hypothecation of specific plant and machinery.
• Note 3 : a) Exclusive charge on equitable mortgage of specific immovable properties of the Company situated at Billichi Village, Narasimhanaickenpalayam Village Poochiyur, Tea Estate Compound Race Course, Commercial Flats at Avinashi Road and Land & Building at Karamadai all situated in Coimbatore District, Tamilnadu.
• b) Exclusive charge on specific Plant and Machineries installed in various plants of the Company.
• c) Exclusive charge on specific immovable properties of certain promoters and Personal Guarantee of Chairman, Managing Director and his Relative.
  • d) Charge on specific immovable properties and Corporate Guarantee from Pricol Holdings Limited and Pricol Retreats Limited.
• Note 4 : Exclusive Charge by way of Mortgage of immovable properties viz.,
• a) Land measuring 6.68 acres in Perianaickenpalayam, Coimbatore.
• b) Plant II Land and Building located at Plot No. 34 & 35, Sector 4, IMT Manesar, Gurugram.
• c) Plant III Land and Building at 4/558, Mettupalayam Road, Chinnamathampalayam, Billichi Village, Press Colony Post, Coimbatore - 641 019.
• d) Exclusive charge on specific Plant and Machinery installed at Plant III, Chinnamathampalayam Coimbatore and Plant II, IMT Manesar, Gurugram.

For Current Maturities of Long Term Debt Refer to Note No. 2.31.

2.25. OTHER FINANCIAL LIABILITIES

Lease Liabilities (Refer to Note No. 2.59)	2,499.17	2,287.46
Rental Advance Received	31.28	59.25
Derivative Liability (Net)	799.63	380.01
Security Deposits from Customers	70.09	64.98
	3,400.17	2,791.70
2.26. PROVISIONS
For Central Excise, Service Tax and Customs Demands (Refer to Note No. 2.46)	215.17	215.17
For Potential Statutory Liabilities (Refer to Note No. 2.46)	775.18	808.00
	990.35	1,023.17

| | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|---------------------------------------------------------|-------|----------------------|----------------------|
| | | | |
| 2.27. DEFERRED TAX LIABILITIES (NET) | | | |
| Deferred Tax Liability | | | |
| On Fixed Assets | | 7,324.70 | 7,320.62 |
| On Other temporary differences | | 96.26 | 47.73 |
| | A | 7,420.96 | 7,368.35 |
| Deferred Tax Asset | | | |
| On Disallowance under the Income Tax Act | | 1,645.58 | 893.91 |
| On Unused tax losses | | — | 1,209.10 |
| On Other temporary differences | | 39.72 | 75.49 |
| | B | 1,685.30 | 2,178.50 |
| Deferred Tax Liabilities (Net) (Refer to Note No. 2.58) | A - B | 5,735.66 | 5,189.85 |
| 2.28. OTHER NON CURRENT LIABILITIES | | | |
| Deferred Income from Government grants | | — | 12.02 |
| | | — | 12.02 |
| 2.29. BORROWINGS | | | |
| Secured Loans | | | |
| Working Capital facilities from Banks | | | |
| - In Rupee | | — | 8,025.62 |
| Unsecured Loans | | | |
| Working Capital Facilities from Banks | | | |
| - In Rupee | | — | 794.22 |
| | | — | 8,819.84 |

Working Capital Facilities from State Bank of India and ICICI Bank Limited are secured by pari-passu first charge on the current assets of the company. Working Capital Facilities are further secured by pari-passu second charge on the specific immovable properties situated at Plant I - Perianaickenpalayam, Coimbatore District, Tamilnadu.

Working Capital Facilities from Banks are repayable on demand and carries interest rates varying from 9.75% to 9.95% p.a.

2.30. TRADE PAYABLES

-	Total Outstanding Dues of Micro Enterprises and Small Enterprises (Refer to Note No. 2.63)	545.87	87.68
-	Total Outstanding Dues of creditors other than Micro Enterprises and Small Enterprises	26,656.22	26,083.14
		27,202.09	26,170.82

The company's exposure to currency risk related to Trade Payables are disclosed in Note No. 2.55.

| | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|---------------------------------------------------------------|----------------------|----------------------|
| 2.31. OTHER FINANCIAL LIABILITIES | | |
| Current Maturities of Long Term Debt (Refer to Note No. 2.24) | 4,432.02 | 5,098.84 |
| Lease Liabilities (Refer to Note No. 2.59) | 551.86 | 246.02 |
| Interest accrued and not due on borrowings | 81.94 | 234.32 |
| Unpaid Dividend | 63.75 | 80.44 |
| Dues to Investor Education and Protection Fund | — | 21.09 |
| Employee Benefits Payable | 2,149.62 | 1,614.46 |
| Derivative Liability (Net) | 159.93 | 57.58 |
| Retention Money Payable | 133.92 | 251.66 |
| Payable for Expenses | 2,253.63 | 2,520.50 |
| | 9,826.67 | 10,124.91 |
| 2.32. OTHER CURRENT LIABILITIES | | |
| Statutory Dues Payable | 449.72 | 316.80 |
| Advance from Customers | 753.56 | 602.90 |
| | 1,203.28 | 919.70 |
| 2.33. PROVISIONS | | |
| For Labour Settlement (Refer to Note No. 2.46) | 261.72 | 261.72 |
| For Warranty Related Claims (Refer to Note No. 2.46) | 297.85 | 152.15 |
| | 559.57 | 413.87 |
| | | |

| | | 2020-21
Lakhs | | 2019-20<br> Lakhs |
|---------------------------------------------------------------------------------------------------------------------------------|-------------|--------------------|-------------|--------------------|
| | | | | |
| 2.34. REVENUE FROM OPERATIONS | | | | |
| Sale of Products and Services | | | | |
| Domestic | 1,23,197.82 | | 1,03,935.19 | |
| Export | 9,115.46 | | 8,418.29 | |
| Traded Goods | 1,290.09 | | 1,537.25 | |
| Service Income | 11.96 | 1,33,615.33 | 14.14 | 1,13,904.87 |
| Disaggregation of Revenue :- | | | | |
| 1. Dashboard Instruments | | 69,127.33 | | 60,133.58 |
| 2. Pumps and Mechanical Products | | 43,494.99 | | 31,060.00 |
| 3. Switches and Sensors | | 11,922.31 | | 12,760.00 |
| 4. Others & Service Income | | 9,070.70 | | 9,951.29 |
| | | 1,33,615.33 | | 1,13,904.87 |
| Reconciliation of Revenue recognised in Statement of Profit and Loss Account with contracted price : | | | | |
| Revenue from contract with customers as per contract Price | | 1,34,130.76 | | 1,15,501.81 |
| Less : Trade discounts, Volume Rebates, Refunds etc., | | 515.43 | | 1,596.94 |
| Revenue from contract with customers as per Statement of
Profit and Loss | | 1,33,615.33 | | 1,13,904.87 |
| 2.35. OTHER OPERATING REVENUE | | | | |
| Export Incentives | | 140.29 | | 106.69 |
| Sale of Traded Goods - Others | | 5,276.86 | | 6,021.43 |
| | | 5,417.15 | | 6,128.12 |
| 2.36. OTHER INCOME | | | | |
| Interest Income
From Banks | | 56.78 | | 46.56 |
| From Loans to Subsidiaries (Refer to Note No.2.9 and 2.17) | | 8.05 | | 199.56 |
| From Others | | 15.84 | | 12.89 |
| On Income Tax Refund | | 367.71 | | — |
| Gain on Fair Valuation of investments at Fair Value through P&L
(Includes realised gain on sale of investments ` 61.34 Lakhs | | | | |
| (Previous year - Nil) ) | | 11.55 | | 27.11 |
| Lease Rental Receipts | | 173.12 | | 209.95 |
| Disposal of subsidiary (Net off provisions made - Refer to Note | | | | |
| No. 2.42 & 2.43) | | 37.44 | | — |
| Profit on Sale of Property, Plant & Equipment (Net) | | — | | 52.99 |
| Miscellaneous Income
Excess Provision no longer required written back | | 45.37
32.82 | | 149.30
564.87 |
| | | 748.68 | | 1,263.23 |
| 2.37. COST OF MATERIALS CONSUMED | | | | |
| Materials Consumed | | 92,767.54 | | 76,158.23 |

| | | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|----------------------------------------------------------------------------------------|-----------|----------------------|-----------|----------------------|
| 2.38. CHANGES IN INVENTORIES OF FINISHED GOODS,
STOCK-IN-TRADE AND WORK-IN-PROGRESS | | | | |
| Opening Stock | | | | |
| Work-in-progress | 927.73 | | 1,411.31 | |
| Finished Goods | 3,856.73 | | 5,024.43 | |
| Traded Goods | 205.11 | | 277.12 | |
| | | 4,989.57 | | 6,712.86 |
| Less : Closing Stock | | | | |
| Work-in-progress | 1,719.10 | | 927.73 | |
| Finished Goods | 4,792.37 | | 3,856.73 | |
| Traded Goods | 230.29 | | 205.11 | |
| | | 6,741.76 | | 4,989.57 |
| | | (1,752.19) | | 1,723.29 |
| 2.39. EMPLOYEE BENEFITS EXPENSE | | | | |
| Salaries and Wages | 14,233.03 | | 12,707.40 | |
| Contribution to Provident and other funds | 709.86 | | 793.25 | |
| Staff Welfare Expenses | 872.22 | | 1,252.48 | |
| | | 15,815.11 | | 14,753.13 |
| 2.40. FINANCE COSTS | | | | |
| Interest on Borrowings (Net) | 3,616.97 | | 2,561.88 | |
| Other Borrowing Costs | 28.40 | | 106.50 | |
| Interest on Lease Obligations
(Refer to Note No. 2.59) | 259.72 | | 278.34 | |
| Unwinding of interest on financial
instruments carried at amortised cost | 147.77 | | 161.73 | |
| | | 4,052.86 | | 3,108.45 |

Interest expenses is net off interest income on derivatives 487.10 Lakhs (Previous year - 156.65 Lakhs). Other Borrowing Costs represent processing fee in respect of working capital borrowings.

2.41. DEPRECIATION AND AMORTISATION EXPENSE

		9,095.04		9,269.24
Amortisation of Intangibles (Refer to Note No. 2.5 & 2.6)	2,740.29		2,723.36
Right of Use Asset (Refer to Note No. 2.2)	418.41		400.92
Depreciation (Refer to Note No. 2.1 & 2.4)	5,936.34		6,144.96

| | | 2020-21
Lakhs | 2019-20<br> Lakhs | |
|-------------------------------------------------------------------------|-----------|--------------------|--------------------|------|
| | | | | |
| 2.42. OTHER EXPENSES | | | | |
| Power & Utilities (Net) (Refer to Note No. 2.49) | | 1,759.02 | 1,902.58 | |
| Stores & Spares Consumed | | 153.32 | 152.84 | |
| Repairs and Maintenance : | | | | |
| - Machinery | | 687.07 | 691.44 | |
| - Building | | 261.48 | 97.46 | |
| - IT Assets | | 518.69 | 693.69 | |
| - Others | | 157.08 | 154.38 | |
| Postage & Telephone | | 184.71 | 151.75 | |
| Rates, Taxes & Licence | | 75.35 | 147.36 | |
| Insurance | | 310.37 | 225.70 | |
| Travelling & Conveyance | | 121.99 | 568.70 | |
| Freight & Forwarding | | 1,443.03 | 2,037.64 | |
| Warranty Claims | | 603.40 | 645.59 | |
| Selling Expenses | | 160.45 | 383.12 | |
| Expected Credit Loss / Advances Written off | | | | |
| (Net off Provisions) | | 53.68 | 12.46 | |
| Loss on disposal of Subsidiary | 40,836.02 | | — | |
| Less : Provision for Impairment Loss made | | | | |
| in earlier years | 40,836.02 | | — | |
| (Refer to Note No. 2.43) | | — | | — |
| Provision for Statutory Liabilities | | — | 348.76 | |
| Remuneration to Non-Whole Time Directors | | | | |
| (Refer to Note No. 2.52) | | 14.40 | 13.35 | |
| Auditors' Remuneration (Refer to Note No. 2.50)
Professional Charges | | 70.69
1,003.94 | 64.95
3,423.11 | |
| Loss on Exchange Fluctuation (Net) | | 320.95 | 239.64 | |
| Loss on Sale of Property, Plant and Equipment (Net) | | 13.02 | | — |
| Provision for Impairment Loss | | 282.90 | | — |
| Assets Discarded / Written Off | | 1,121.96 | | 3.42 |
| Contribution to Political Party | | 25.00 | | — |
| Miscellaneous Expenses | | 288.53 | 479.86 | |
| CSR Expenses (Refer to Note No. 2.62) | | 53.29 | 110.80 | |
| | | 9,684.32 | 12,548.60 | |

2.43. DISPOSAL AND RECLASSIFICATION OF NON-CURRENT INVESTMENTS HELD FOR SALE

The Board of Directors at their meetings held on 19th March 2019 and 29th July 2020 approved the disposal of its Wholly Owned Subsidiaries - Pricol Wiping Systems India Limited (PWS India) and Pricol Espana S.L.Spain ( Pricol Espana) along with its subsidiaries - Pricol do Brasil Componentes Automotivos LtdA, Brazil (PdB) and Pricol Wiping Systems Mexico S.A. de C.V, Mexico (PWS Mexico) and Pricol Wiping Systems Czech s.r.o (PWS Czech). The same was approved by the Shareholders in their meeting held on 29th August 2019.

During the previous financial year 2019-20, the Company had disposed off the subsidiaries of Pricol Espana - PdB and PWS Mexico for a sale Consideration of USD 2,000.

The investment in Pricol Espana along with its subsidiary PWS Czech was disposed off in August 2020 for a sale consideration of Euro 50,000 net off all liabilities taken over. The investment in PWS India were retained by the company.

The investment in these subsidiaries were appropriately classified and disclosed as 'Non Current Investments held for sale' in accordance with recognition and measurement principles laid out in Ind AS 105.

The disposal of the investment in Pricol Espana has resulted in a net loss of 40,798.58 Lakhs. The impairment loss of 40,836.02 Lakhs, provided for in earlier years have been reversed and the actual loss has been accounted for during the current year.

2.44. EXCEPTIONAL ITEMS (NET)

Exceptional items for the year 2019-20 represent the impairment loss in respect of additional investment made by way of equity shares and loan granted to erstwhile subsidiary Pricol Espana and equity shares in PWS India.

| 2.45. EARNINGS PER SHARE | 2020-21
Lakhs | 2019-20<br> Lakhs |
|----------------------------------------------|--------------------|--------------------|
| Profit / (Loss) After Tax | 1,460.21 | (21,287.97) |
| Weighted Average No. of Shares Outstanding | | |
| Basic & Diluted (Nos. in Lakhs.) (Re-stated) | 1,089.73 | 1,043.00 |
| Basic / Diluted Earnings per share (in ) | 1.34 | (20.41) | | Face Value per Equity Share ( in ) | 1.00 | 1.00 |
| | | |

The Earnings per share (Basic and Diluted) for the previous year has been restated for the bonus element in respect of the rights issue in accordance with Ind AS 33.

2.46. PROVISIONS AS ON THE CLOSING DATE

		Non-Current Provisions		Current Provisions
Particulars	Excise, Service Tax & Customs Demands	Potential Statutory Liabilities	Total	Warranty Labour related Settlement claims		Total	Total Provisions
Balance as on 1-4-2019	598.89	549.33	1,148.22	261.72	171.95	433.67	1,581.89
Add : Addition	90.10	359.71	449.81	—	645.59	645.59	1,095.40
Less : Utilised / Reversed	473.82	101.04	574.86	—	665.39	665.39	1,240.25
Balance as on 31-3-2020	215.17	808.00	1,023.17	261.72	152.15	413.87	1,437.04
Add : Addition	—	—	—	—	603.40	603.40	603.40
Less : Utilised / Reversed	—	32.82	32.82	—	457.70	457.70	490.52
Balance as on 31-3-2021	215.17	775.18	990.35	261.72	297.85	559.57	1,549.92

During the financial year 2019-20, the company had opted for settlement of certain pending litigations pertaining to Central Excise & Service Tax under the "Sabka Vishwas (Legacy Dispute Resolution) Scheme 2019". Necessary applications were filed in this regard against which the company has received discharge certificates against the tax dues from the Designated committee. Consequently, the provision made in respect of the disputed liability (including interest ) in earlier years amounting to ` 397.36 Lakhs has been derecognised and credited to 'Other Income'.

| i) | 2.47. CONTINGENT LIABILITIES AND COMMITMENTS
CONTINGENT LIABILITIES | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|----|------------------------------------------------------------------------------------------|----------------------|----------------------|
| | a)
On account of Pending Litigations
Sales Tax Matters (excluding Interest if any) | — | — |
| | Excise, Service Tax and Customs Matters
(excluding Interest if any) | 1,281.44 | 1,281.44 |
| | (Of which ` 87.76 Lakhs has been paid under protest) | | |
| | | 1,281.44 | 1,281.44 |
| | | | |

b) Labour related Matters

As at 31st March, 2021, the company has various labour related cases pending before various legal forums, amounting to 2,733 Lakhs (Previous year - 1,608 Lakhs.)

c) Others

Letter of Credit	1,557.55	930.50
Guarantees	238.66	279.63
Other Claims not acknowledged as debts	295.64	—
	2,091.85	1,210.13

The company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required or disclosed as contingent liability where applicable, in its financial statements. The amount of provisions / contingent liabilities is based on management estimates and no significant liability is expected to arise out of the same.

ii) COMMITMENTS

Estimated Value of Contracts remaining to be
executed on Capital account	150.78	327.72

	31-3-2021	2019-20
	Lakhs | Lakhs
2.48. RESEARCH AND DEVELOPMENT EXPENDITURE
Capital	151.56	483.19
Revenue	2,253.11	4,292.87
	2,404.67	4,776.06

Note : Research and Development expenses of Revenue nature have been classified under the relevant heads of accounts in the Statement of Profit and Loss and the expenditure of capital nature is grouped under PPE.

2.49. Power & Utilities is net off Wind Power of 65.40 Lakhs (Previous year - 83.20 Lakhs) representing units supplied to the grid against which equivalent consumption was made in-house.

2.50. PAYMENTS TO STATUTORY AUDITORS (EXCLUSIVE OF GST) *

For Audit	41.25	37.50
For Taxation Matters	17.75	13.00
For Certification & Others	10.00	12.36
Reimbursement of Expenses	1.69	2.09
Total	70.69	64.95

* Remuneration to auditors during the year includes ` 15.08 Lakhs towards Rights Issue related services included in share issue expenses and adjusted against premium on issue of shares.

• 2.51. Balances in parties accounts are subject to confirmation / reconciliation. Appropriate adjustments, if any, will be made as and when the balances are reconciled.
• 2.52. Provision and payment of Commission to Non whole time directors amounting to ` 7.20 Lakhs is subject to the approval of the shareholders in the ensuing Annual General Meeting.

2.53. AMALGAMATION OF ERSTWHILE PRICOL LIMITED WITH THE COMPANY

The Hon'ble High Court of Judicature at Madras vide its order dated 6th October, 2016 has sanctioned the Scheme of Amalgamation of erstwhile Pricol Limited ('Transferor Company') with erstwhile Pricol Pune Limited ('Transferee Company') with the appointed date as 1st April, 2015. Pursuant to the Scheme of Amalgamation, the Transferee Company was renamed as "Pricol Limited" vide fresh Certificate of Incorporation granted by Ministry of Corporate Affairs on 18th November, 2016.

The Amalgamation was accounted in financial year 2016-17 under the "Purchase Method" as per the then prevailing Accounting Standard 14- "Accounting for Amalgamation", as per the Scheme of Amalgamation approved by the High Court of Judicature at Madras, which is different from the accounting treatment prescribed under Ind AS 103 - "Business Combinations". The intangible assets, including Goodwill represented by Customer relationship and Assembled work force, are being amortised over its estimated useful life of 15 years from the appointed date.

2.54. FAIR VALUE MEASUREMENTS

i. Financial instruments by category

The carrying value of financial instruments by categories as at 31st March 2021 are as follows:

						` Lakhs
Particulars	Note No.	FVTPL	FVTOCI	Cost / Amortised cost	Total Carrying value	Total Fair value
Financial assets
Investments	2.8 & 2.13	80.15	—	5,946.90	6,027.05	6,027.05
Trade receivables	2.14	—	—	18,247.98	18,247.98 18,247.98
Cash and cash equivalents	2.15	—	—	1,650.28	1,650.28	1,650.28
Other bank balances	2.16	—	—	1,180.88	1,180.88	1,180.88
Other Financial assets including Loans	2.9,2.10, 2.17 & 2.18	—	—	904.63	904.63	904.63
Financial Liabilities
Borrowings	2.24, 2.29 & 2.31	—	—	22,983.45	22,983.45 22,983.45
Trade payables	2.30	—	—	27,202.09	27,202.09 27,202.09
Other financial liabilities excluding Current Maturities of Long Term Debt	2.25 & 2.31	959.56	—	7,835.26	8,794.82	8,794.82

The carrying value of financial instruments by categories as at 31st March 2020 are as follows: ` Lakhs

Particulars	Note No.	FVTPL	FVTOCI	Cost / Amortised cost	Total Carrying value	Total Fair value
Financial assets
Investments	2.8 & 2.13	470.94	—	4,671.90	5,142.84	5,142.84
Trade receivables	2.14	—	—	16,927.96		16,927.96 16,927.96
Cash and cash equivalents	2.15	—	—	233.11	233.11	233.11
Other bank balances	2.16	—	—	1,084.24	1,084.24	1,084.24
Other Financial assets including Loans	2.9,2.10, 2.17 & 2.18	—	—	1,047.23	1,047.23	1,047.23
Financial Liabilities		—	—
Borrowings	2.24, 2.29 & 2.31	—	—	34,328.77		34,328.77 34,328.77
Trade payables	2.30	—	—	26,170.82		26,170.82 26,170.82
Other financial liabilities excluding Current Maturities of Long Term Debt	2.25 & 2.31	437.59	—	7,380.18	7,817.77	7,817.77

FAIR VALUE MEASUREMENTS (Contd.,)

ii. The management assessed that the fair value of cash and cash equivalents, trade receivables, loans, other financial assets, trade payables and other financial liabilities approximate the carrying amount largely due to short-term maturity of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a currenttransaction between willing parties, other than in a forced or liquidation sale.

Investments in subsidiaries are carried at cost.

iii. Fair values hierarchy

Financial assets and financial liabilities are measured at fair value in the financial statement and are grouped into three levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level1: Quoted prices (unadjusted) in active markets for financial instruments.
• Level2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level3: Unobservable inputs for the asset or liability.

Given below are the fair values based on their hierarchy

` Lakhs
	Carrying Amount	As at 31-3-2021		Carrying Amount		As at 31-3-2020
Particulars	as on 31-3-2021	Level 1	Level 2	Level 3	as on 31-3-2020	Level 1	Level 2	Level 3
Financial Assets measured at Fair value through Profit and Loss excluding investment in subsidiaries
Investments in Mutual Funds	80.15	80.15	—	—	470.94	470.94	—	—
Financial Assets not measured at Fair value*
Trade receivables	18,247.98	—	—	—	16,927.96	—	—	—
Cash and cash equivalents	1,650.28	—	—	—	233.11	—	—	—
Other bank balances	1,180.88	—	—	—	1,084.24	—	—	—
Other Financial assets	904.63	—	—	—	1,047.23	—	—	—
Financial Liabilities not measured at fair value*
Borrowings
- Current	4,432.02	—	—	—	13,918.68	—	—	—
- Non-Current	18,551.43	—	—	—	20,410.09	—	—	—
				—	—	—
Trade payables	27,202.09	—	—	—	26,170.82	—	—	—
Other financial liabilities excluding Current Maturities of Long Term Debt	8,794.82	—	959.56	—	7,817.77	—	437.59	—

* The Company has not disclosed the fair values for short term / current financial instruments (such as short term trade receivables, short term trade payables, Current Loans and Short term borrowings etc), because their carrying amounts are a reasonable approximation of Fair value.

iv. Measurement of fair values :

The basis of measurement in respect of each class of financial assets and liabilities are disclosed in point no.1(xiv) of significant accounting policies.

2.55. FINANCIAL RISK MANAGEMENT

The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Risk	Exposure arising from	Measurement
Credit risk	Cash and cash equivalents, trade receivables and financial assets.	Ageing analysis, Credit ratings
Liquidity risk	Borrowings and other liabilities.	Rolling cash flow forecasts
Market risk - Interest rate risk	Long-term borrowings at variable rates.	Cash flow forecasting, Sensitivity analysis
Market risk - Financial Currency Risk	Adverse movements in the exchange rate between the Rupee and any relevant foreign currency.	Internal Foreign Curreny Exposure and risk management policy

a. Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Credit risk management

Credit risk rating

The Company assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk	B: Moderate credit risk	C: High credit risk
--------------------	-------------------------	---------------------

Assets Group	Description of category	Provision for expected credit loss*
Low credit risk	Assets where the counter-party has strong capacity to meet the obligations and where the risk of default is negligible or nil	12 month expected credit loss / life time expected credit loss
Moderate credit risk	Assets where the probability of default is considered moderate, counter-party where the capacity to meet the obligations is not strong	12 month expected credit loss / life time expected credit loss
High credit risk	Assets where there is a high probability of default.	12 month expected credit loss / life time expected credit loss/fully provided for

* Life time expected credit loss (if required) is provided for trade receivables and for those financial assets where the credit risk has increased significantly, since the initial recognition.

Based on business environment in which the Company operates, a default on a financial asset is considered when the counterparty fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Any subsequent recoveries made are recognised in statement of profit and loss.

FINANCIAL RISK MANAGEMENT (Contd.,)

Classification of financial assets among risk categories:

As at 31st March 2021

Credit rating	Particulars	Gross Carrying Amount	Provisions	Carrying Amount net off Provisions
Low credit risk	Cash and cash equivalents, other bank balances, Current investments, loans, trade receivables and other financial assets	22,400.97	337.05	22,063.92
Moderate credit risk	Nil		—
High credit risk	Nil	—	—	—

As at 31st March 2020

Credit rating	Particulars	Gross Carrying Amount	Provisions	Carrying Amount net off Provisions
Low credit risk	Cash and cash equivalents, other bank balances, Current investments, loans, trade receivables and other financial assets	20,046.20	282.72	19,763.48
Moderate credit risk	Nil	—	—	—
High credit risk	Nil	11,762.51	11,762.51	—

Movement of Expected Credit Loss / Allowance for doubtful debts & advances in respect of financial assets

						` Lakhs
		Balance	Addition /	Balance	Addition /	Balance
Financial Assets	Note No.	as on	(Deletion)		as on (Deletion)
		1-4-2019		31-3-2020		31-3-2021
Trade Receivables	2.14	337.68	(81.06)	256.62	54.33	310.95
Loans	2.9	—			11,762.51 11,762.51 (11,762.51)	—
Non Current Financial Assets
- Others	2.10	26.10	—	26.10	—	26.10
Total		363.78	11,681.45		12,045.23 (11,708.18)	337.05

b. Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

` Lakhs

` Lakhs

FINANCIAL RISK MANAGEMENT (Contd.,)

Maturities of financial liabilities: ` Lakhs

31-3-2021	On Demand	Less than 1 year	1-5 years	More than 5 years	Total
Borrowings	—	4,432.02	18,551.43	—	22,983.45
Trade payables	—	27,202.09	—	—	27,202.09
Other financial liabilities excluding Current Maturities of Long Term Debt	—	5,496.02	2,900.56	398.24	8,794.82
Total	—	37,130.13	21,451.99	398.24	58,980.36

31-3-2020	On Demand	Less than 1 year	1-5 years	More than 5 years	Total
Borrowings	8,819.84	5,098.84	20,410.09	—	34,328.77
Trade payables	—	26,170.82	—	—	26,170.82
Other financial liabilities excluding Current Maturities of Long Term Debt	—	5,150.29	1,906.14	761.33	7,817.77
Total	8,819.84	36,419.95	22,316.23	761.33	68,317.36

c. Interest rate risk

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

Below is the overall exposure of the borrowings:

Interest rate risk exposure		` Lakhs
Particulars	31-3-2021	31-3-2020
Fixed rate borrowing	—	—
Variable rate borrowing	22,983.45	34,328.77
Total	22,983.45	34,328.77

Sensitivity

The following table demonstrates the sensitivity to a reasonably possible change (100 basis points) in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Company's profit before tax is affected through the impact on variable rate borrowings, as follows:

Interest sensitivity

		` Lakhs
Particulars	2020-21	2019-20
Interest rates – increase / decrease
by 100 basis points	257.68	309.49

FINANCIAL RISK MANAGEMENT (Contd.,)

d. Financial Currency Risk

The Company's functional currency is Indian Rupees (INR). The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Company's revenue from export markets and the costs of imports.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency results in increase in the Company's overall debt position in Rupee terms without the Company having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in the Company's receivables in foreign currency. In order to hedge exchange rate risk, the Company has a policy to hedge cash flows (either using natural hedge or an artificial hedge) upto a specific tenure using forward exchange contracts and hedges based on their Internal Foreign Currency Exposure and risk management policy as approved by the management and in accordance with the applicable regulations where the Company operates.

The carrying amounts of the Company's monetary assets and monetary liabilities at the end of the reporting period are as follows:

As at 31st March 2021 ` Lakhs

Particulars	EURO	GBP	USD	CHF	JPY	OTHER CURRENCIES
Financial Assets	776.90	134.28	2,131.31	—	7.31	0.03
Financial Liabilities	1,013.01	—	6,261.04	102.08	1,245.47	5.84

As at 31st March 2020						` Lakhs
Particulars	EURO	GBP	USD	CHF	JPY	OTHER CURRENCIES
Financial Assets	12,139.48	62.82	1,668.35	—	14.82	0.05
Financial Liabilities	563.88	0.89	6,555.17	79.62	761.97	1.57

The following table details the Company's sensitivity to a 1% increase and decrease in the INR against the relevant foreign currencies net of hedge accounting impact. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 1% change in foreign currency rates, with all other variables held constant. A positive number below indicates an increase in profit or equity where INR strengthens 1% against the relevant currency. For a 1% weakening of INR against the relevant currency, there would be a comparable impact on profit or equity, and the balances below would be negative.

Impact on Profit / (loss) for the year for a 1% change:

		` Lakhs
Particulars	2020-21	2019-20
increase / decrease by 1%	55.78	59.22

2.56. CAPITAL MANAGEMENT

For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total equity. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

| Particulars | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|----------------------------------------------------------|-----------------|----------------------|----------------------|
| Borrowings (long-term and short-term, including current | | | |
| maturities of long term borrowings) | | 22,983.45 | 34,328.77 |
| Less: Cash and cash equivalents | | 1,650.28 | 233.11 |
| Less: Other Bank Balances - Excluding balances in unpaid | | | |
| dividend account (Balances with maturity of more | | 1,117.13 | 982.71 |
| than 3 months) | | | |
| Less: Margin Money against Borrowings | | 172.71 | 172.71 |
| Net Debt | | (A) 20,043.33 | 32,940.24 |
| Equity Share Capital | | 1,218.81 | 947.97 |
| Other Equity | | 51,132.97 | 41,978.38 |
| Total Equity | | (B) 52,351.78 | 42,926.35 |
| Net Debt to Equity Ratio | (A) / (B) X 100 | 38.28% | 76.74% |
| | | | |

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2021 and March 31, 2020.

2.57. a. Income Tax Assessments are completed upto Assessment year 2017-18.

The company has filed revised returns / made additional claims in respect of certain deductions and exemptions. These claims have been rejected by the Assessing Officer against which the company has preferred an appeal before various appellate authorities. Certain claims allowed in appeal has been challenged by the Income Tax Department.

During the year, the company had reviewed the pending tax litigations and opted for the settlement scheme under the "Vivad se Vishwas Scheme" (VsVs) for some of the years under which the taxes were under dispute. Necessary forms were filed and settlement orders / certificate received in respect of these years. Consequent to the above, the excess provision (net) made in respect of those years were reversed and recognised as income during the year and disclosed under Taxation-earlier years in the statement of profit and loss.

In respect of the other years, in which the company has not opted for the VsVs, the management is of the view that the provision for taxation available in the books is adequate and no significant liability is expected to arise out of the litigation.

b. The Management has evaluated the MAT Credit Entitlement recognised in the book of accounts. Based on the availability and sunset clause in respect of certain deductions available under the Income Tax Act, the Management is of the view that the carrying value of MAT Credit will be utilised in subsequent years.

2.58. NOTES ON TAXATION :

a. Income tax expense for the year reconciled to the accounting profit ` Lakhs

Particulars	As at 31-3-2021	As at 31-3-2020
Profit / (Loss) before Tax Applicable income tax rate Expected Income tax expense	4,651.68 34.944% 1,625.48	(21,672.17) 34.944% (7,573.12)
Tax Effect on adjustment to reconcile expected income tax expense to reported income tax expense : - Effect of concessions (Research and Development and other allowance)	(35.35)	(289.06)
- Effect of Impairment loss on non current investment and Effect of provisions / expenses not deductible in determining profits - Others Tax Expense for the year	2,561.83 (305.95) 3,846.01	7,195.23 282.75 (384.20)

The above workings are based on the provisional computation of tax expenses and are subject to finalisation including that of tax audit.

b. Income tax recognised in other comprehensive income		` Lakhs
Deferred tax Remeasurement of defined benefit obligation - (Expense) / Income Total income tax recognised in OCI	(7.08) (7.08)	(103.11) (103.11)

c. Statement of Changes in Deferred tax assets / Liabilities

As on 31-3-2021

As on 31-3-2021				` Lakhs
Particulars	As at 1-4-2020	Recognised in Profit and Loss	Recognised in OCI	As at 31-3-2021
Deferred Tax Liability
On Fixed Assets and others	7,320.62	4.08	—	7,324.70
Other temporary differences	47.73	48.53	—	96.26
	7,368.35	52.61	—	7,420.96
Deferred Tax Asset
On disallowance under the
Income Tax Act	893.91	758.75	(7.08)	1,645.58
On Unused tax losses	1,209.10	(1,209.10)	—	—
On Other temporary differences	75.49	(35.77)	—	39.72
	2,178.50	(486.12)	(7.08)	1,685.30
Total	5,189.85	538.73	7.08	5,735.66

As on 31-3-2020

As on 31-3-2020				` Lakhs
Particulars	As at 1-4-2019	Recognised in Profit and Loss	Recognised in OCI	As at 31-3-2020
Deferred Tax Liability
On Fixed Assets and others	6,855.84	464.78	—	7,320.62
Other temporary differences	92.41	(44.68)	—	47.73
	6,948.25	420.10	—	7,368.35
Deferred Tax Asset
On disallowance under the
Income Tax Act	1,287.60	(290.58)	(103.11)	893.91
On Unused tax losses	139.30	1,069.80	—	1,209.10
On Other temporary differences	50.41	25.08	—	75.49
	1,477.31	804.30	(103.11)	2,178.50
Total	5,470.94	(384.20)	103.11	5,189.85

NOTES ON TAXATION (Contd.)

		` Lakhs
Particulars	As at 31-3-2021	As at 31-3-2020
Tax Losses Tax Losses carried forward (including Capital Losses)	48,474.64	9,049.61
Tax Losses for which no deferred tax asset were recognised (including Capital Losses)	48,474.64	6,067.12

Significant Management Judgements are involved in determining provision for tax, deferred tax and recoverability of deferred tax asset. The recoverability of Deferred Tax Asset is based on estimates of taxable income in future and the management is fairly confident that there will be sufficient future profits to utilise the deferred tax asset.

The figures for tax losses disclosed above are based on Income Tax returns filed / provisional computation of tax for the financial year 2020-21 and are subject to change based on Income Tax assessments and appeals. (Refer to Note No. 2.57)

2.59. LEASES

DISCLOSURE AS REQUIRED UNDER IND AS 116

Movement of Lease Liability

Movement of Lease Liability		` Lakhs
Particulars	As at 31-3-2021	As at 31-3-2020
Opening Balance	2,533.48	1.09
Additions during the year	786.45	2,731.16
Repayments during the year	268.90	198.77
Closing Balance	3,051.03	2,533.48
Current	551.86	246.02
Non Current	2,499.17	2,287.46
Maturity Analysis

Within one year	551.86	246.02
1 - 5 years	2,100.93	1,526.13
More than five years	398.24	761.33

The broad range of effective Interest rate for the Lease Liabilities is 10% to 10.50%

The following are the amounts recognised in the Statement of Profit and Loss
Particulars	2020-21	2019-20
Depreciation expense of Right of Use Assets	418.41	400.92
Interest Expense on Lease Liabilities	259.72	278.34
Expense relating to Short Term Lease Liabilities	40.54	170.38
Expense relating to Lease of Low Value Assets	21.32	27.42
Income from Right of Use		2.49
Maturity Analysis in respect of lease contract which are not recorded as lease liability

Maturity Analysis
Within one year	3.93	120.09
1 - 5 years	—	14.96
More than five years	—	—

2.60. EMPLOYEE BENEFITS

Defined contribution plan

The Company's contribution to provident fund and superannuation fund are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

		` Lakhs
Particulars	2020-21	2019-20
Employer's Contribution to Provident Fund	505.34	524.85
Employer's Contribution to Superannuation Fund	20.06	8.81

Particulars	2020-21	2019-20
Defined contribution plan contribution towards Key Managerial	11.81	19.07
Personnel

Defined Benefit Plan

The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of Gratuity Act, 1972. The company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:

			` Lakhs
		Gratuity (Funded)
	Particulars	2020-21	2019-20
i)	Reconciliation of opening and closing balances of Defined
	Benefit Obligation
	Defined Benefit Obligation at beginning of the year	2,966.44	3,007.44
	Current Service Cost	208.57	217.24
	Interest Cost	190.65	212.92
	Remeasurements
	Effect of changes in demographic assumptions	—	—
	Effect of changes in financial assumptions	(4.60)	(312.00)
	Effect of experience adjustments	(25.93)	1.78
	Benefits Paid	(358.27)	(314.21)
	Transfer of obligation due to Transfer of Employees from Group
	Entities - Refer to Note No. 2.70 (iv)	—	153.27
	Defined Benefit Obligation at year end	2,976.86	2,966.44
	- Non-Current	2,847.94	2,851.69
	- Current	128.92	114.75

		Gratuity (Funded)	` Lakhs
	Particulars	2020-21	2019-20
ii)	Reconciliation of opening and closing balances of fair value of Plan Assets
	Fair value of Plan Assets at beginning of year	2,967.96	2,998.45
	Interest Income	204.93	222.85
	Remeasurements:
	Return on plan assets (excluding interest income)	(10.27)	(15.14)
	Transfer of obligation due to Transfer of Employees from Group Entities Employer Contribution	170.97 48.70	— 76.01
	Benefits Paid	(358.27)	(314.21)
	Fair value of Plan Assets at year end	3,024.02	2,967.96
	iii) Reconciliation of fair value of Assets and Obligations
	Fair value of Plan Assets	3,024.02	2,967.96
	Present value of Obligation	2,976.86	2,966.44
	Amount recognised in Balance Sheet - Surplus / (Deficit)	47.16	1.52
	- Non-Current	—	—
	- Current	47.16	1.52
	iv) Expenses recognised during the year
	In Income Statement
	Current Service Cost	208.57	217.24
	Interest Cost	190.65	212.92
	Return on Plan Assets	(204.93)	(222.85)
	Net (Income) / Expense for the period recognised in Statement of Profit & Loss	194.29	207.31
	In Other Comprehensive Income
	Remeasurement of net defined benefit liability Effect of changes in demographic assumptions	—	—
	Effect of changes in financial assumptions	(4.59)	(312.00)
	Effect of experience adjustments	(25.93)	1.78
	(Return) on plan assets (excluding interest income)	10.27	15.14
	Changes in asset ceiling (excluding interest income)	—	—
	Net (Income) / Expense for the period recognised in OCI	(20.25)	(295.08)

EMPLOYEE BENEFITS (Contd.,)

			` Lakhs
			Gratuity (Funded)
	Particulars	2020-21 (Ultimate)	2019-20 (Ultimate)
v)	Actuarial assumptions
	Discount Rate (per annum)	6.86%	6.84%
	Rate of escalation in Salary (per annum)	Uniform 8.00%	Uniform 8.00%
	Attrition Rate	Uniform 4.00%	Uniform 4.00%
	Retirement Age	58	58
	Pre-retirement mortality	Indian Assured Lives Mortality (2012-14) Ultimate	Indian Assured Lives Mortality (2012-14) Ultimate
	Disability	Nil	Nil

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

vi) The expected future contribution and estimated future benefit payments from the fund are as follows:

Particulars		Amount ` Lakhs
a)	Expected contribution to the fund during the year ending March 31, 2022
b)	Estimated benefit payments from the fund for the year ending March 31:
	Year 1
	Year 2	266.44
	Year 3
	Year 4
	Year 5	259.69
	Beyond 5 years	1,085.48
	Total	2,345.52

vii) Sensitivity Analysis

Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occuring at end of the reporting period , while holding all other assumptions constant. The result of Sensitivity analysis is given below:

		` Lakhs
Particulars	As at 31st March 2021	As at 31st March 2020
Discount rate +100 basis points	(218.12)	(224.44)
Discount rate -100 basis points	247.83	255.75
Salary Increase Rate +1%	227.84	235.55
Salary Increase Rate-1%	(204.99)	(211.34)
Attrition Rate +1%	(27.76)	(28.63)
Attrition Rate -1%	31.72	32.78

EMPLOYEE BENEFITS (Contd.,)

viii) These plans typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Name of the Risk and its Description

Investment risk	-	The present value of the defined benefit plan liability is calculated using a discount rate
		which is determined by reference to market yields at the end of the reporting period on
		government bonds.

• Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.
• Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
• Salary risk The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

Disclosure relating to KMPs:

` Lakhs
---------	--

` Lakhs

` Lakhs

2020-21
	2019-20
44.58	36.55

2.61. SEGMENT REPORTING

As per Ind AS 108 "Operating Segments", segment information has been provided under the Notes to Consolidated Financial Statements.

2.62. CSR EXPENDITURE

	Particulars	2020-21	2019-20
i)	Gross amount required to be spent by the company during the year	50.61	107.57
ii)	Amount spent during the year	53.29	110.80

For the year 2020-21

	Particulars	Incurred	Yet to be incurred	Total
a)	Construction / acquisition of any asset	—	—	—
b)	On other purpose other than (a) above	53.29	—	53.29

2.63. DISCLOSURE RELATING TO SUPPLIERS REGISTERED UNDER MICRO, SMALL AND MEDIUM ENTERPRISE DEVELOPMENT ACT, 2006

		` Lakhs
Particulars	As at 31-3-2021	As at 31-3-2020
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year included in: - Principal amount due to micro and small enterprises - Interest due on above	545.87 —	87.68 —
Total	545.87	87.68
The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006 along with the amounts of the payment made to the supplier beyond appointed day.	—	—
The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointment day during the year) but without adding the interest specified under the MSMED Act, 2006.	—	—
The amount of interest accrued and remaining unpaid at the end of each accounting year.	—	—
The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid for the purpose of disallowance as a deductible under section 23 of the MSMED Act, 2006.	—	—

The Company has disclosed the suppliers who have registered themselves under "Micro, Small and Medium Enterprises Development Act, 2006" to the extent they have confirmed.

• 2.64. The company's operation were adversely impacted by the outbreak of Covid-19 pandemic during the first half of the financial year 2020-21. The situation is continuously evolving, the impact assessed may be different from the estimates made as at the date of approval of these financial statements and management will continue to monitor any material changes arising due to the impact of this pandemic on financial and operational performance of the company and take necessary measures to address the situation.
• 2.65. On 26th May 2021, the Board approved the amalgamation of Pricol Wiping Systems India Limited ("PWS India"), a Wholly Owned Subsidiary company with its Holding Company, Pricol Limited with effect from 1st April 2021 ("Appointed Date") by way of a Scheme of Amalgamation, subject to all regulatory approvals.

Upon the Scheme becoming effective, all assets and liabilities, including reserves of the Transferor Companies shall be recorded in the books of the Transferee Company at their existing carrying values under 'Pooling of Interest Method' as described in Appendix "C" of Indian Accounting Standards 103 ("Ind AS 103"), Business Combinations.

2.66. The New Code on Social Security 2020 (the Code) has been enacted which would impact the contribution by the company towards PF and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period in which the said Code becomes effective and the rules framed thereunder are published.

2.67. EVENTS OCCURING AFTER THE BALANCE SHEET DATE

No adjusting or significant non-adjusting events have occurred between 31st March 2021 and the date of authorisation of these standalone financial statements.

• 2.68. Previous year's figures are reclassified wherever necessary to conform to the current year's classification.
• 2.69. All figures are in Lakhs unless otherwise stated.

2.70. RELATED PARTY DISCLOSURE AS PER INDIAN ACCOUNTING STANDARD 24

• i) Names of related parties and description of relationship:
• 1. Enterprises where control exists

Subsidiary Companies :

PT Pricol Surya Indonesia Pricol Asia Pte Limited, Singapore Pricol Espana Sociedad Limitada, Spain - Upto 21st August 2020 Pricol Wiping Systems India Limited

Step Down Subsidiaries :

PT Sripri Wiring Systems, Indonesia

• Subsidiary of PT Pricol Surya Indonesia

Pricol Wiping Systems Czech s.r.o, Czech Republic

' - Subsidiary of Pricol Espana Sociedad Limitada - Upto 21st August 2020

Pricol Do Brasil Componentes Automotivos LtdA, Brazil

• Subsidiary of Pricol Espana Sociedad Limitada Upto 11th February 2020
• Pricol Wiping Systems Mexico S.A.de C.V, Mexico
• Subsidiary of Pricol Espana Sociedad Limitada Upto 11th February 2020
• 1. Related parties and nature of relationship with whom transaction have taken place :

(a) Key Management Personnel	: Mrs.Vanitha Mohan - (Chairman - Executive Director)
	Mr.Vikram Mohan - (Managing Director - Executive Director)
	Mr.R Vidhya Shankar - (Independent Director)
	Mr.Suresh Jagannathan - (Independent Director)
	upto 10th February 2021
	Mrs. Sriya Chari - (Independent Director)
	Mr. K. Ilango - (Independent Director)
	Mr. P. Shanmugasundaram - (Independent Director)
	Dr. S.K. Sundararaman - (Independent Director)
	Mr.Navin Paul - (Independent Director)
	from 22nd October 2020
	Mr. V. Balaji Chinnappan - (Chief Operating Officer)

(b) Entities in which the Key Managerial Personnel of the company and their relatives are able to exercise control / significant influence :

(i) Partnership firms	:	Bhavani Global Enterprises Libra Industries
(ii) Private Limited Companies	:	Pricol Gourmet Private Limited Pricol Travel Private Limited Pricol Logistics Private Limited Pricol Automotive Industries Private Limited Infusion Hospitality Private Limited Shrimay Enterprises Private Limited Sagittarius Investments Private Limited
(iii) Public Limited Companies	:	Pricol Holdings Limited PPL Enterprises Limited Pricol Properties Limited Pricol Engineering Industries Limited Pricol Corporate Services Limited Target Manpower Services Limited Pricol Retreats Limited, Prinfra Limited
(iv) Trusts (c) Relatives of Key Management Personnel :	:	N D Foundation, Siruthuli Mr. Vijay Mohan, Mr. Viren Mohan Mrs. Lakshmi Mohan, Ms. Madhura Mohan,
		Ms. Manasa Mohan

RELATED PARTY DISCLOSURE AS PER INDIAN ACCOUNTING STANDARD 24 (Contd.,)

ii) Related party transactions:

` Lakhs
Nature of Transaction	Subsidiaries		Key Management Personnel and their Relatives		Others
	2020-21	2019-20	2020-21	2019-20	2020-21	2019-20
Transactions during the year
Purchase / Labour Charges	36,891.04	19,179.70	—	—	1,945.34	2,009.03
Purchase of Fixed Assets	—	—	—	—	—	862.47
Sale of Fixed Assets	—	—	—	—	5.04	1.01
Sales /Job Work Charges	473.85	637.81	—	—	82.13	218.46
Receiving of Services / Remuneration to directors / Reimbursement of Expenses Paid Rendering of Services /	6.21	—	422.71	373.11	4,232.86	6,499.37
Reimbursement of
Expenses Received	2.10	16.20	—	—	277.37	353.31
Donation / CSR Expenses	—	—	—	—	15.00	—
Interest Received Right Shares allotted	8.05	199.56	—	—	—	—
(including securities premium)	—	—	2,006.56	—	964.11	—
Loss on disposal of investment in subsidiary	40,798.58	—	—	—	—	—
Loans and Advances :
a. Loans and advances given / (Received)	—	11,760.41	—	—	(10.08)	—
b. Loans and advances repaid / Converted
into Equity	11,175.74	—	—	—	30.75	—
Investments:
a. Made during the year	12,453.42	10,362.53	—	—	—	—
b. Disposed during the year	40,836.02	—	—	—	—	—
Provisions:
a. Provision for / (Reversal of) Loans and advances & Interest thereon	(11,762.51)	11,762.51	—	—	—	—
b. Provision for / (Reversal of) Impairment of
Investments	(29,657.60)	10,440.59	—	—	—	—
Guarantees:
a. Made during the year	—	6,030.87	—	—	—	—
b. Adjustment on Exchange Fluctuation	(150.49)	502.64	—	—	—	—
c. Released during
the year	7,806.66	18,593.25	—	—	—	—

` Lakhs

NOTES TO STANDALONE FINANCIAL STATEMENTS(Contd.,) NOTES TO STANDALONE FINANCIAL STATEMENTS(Contd.,)

RELATED PARTY DISCLOSURE AS PER INDIAN ACCOUNTING STANDARD 24 (Contd.,)

iii) Amount outstanding as at the balance sheet date :

Nature of Transaction	Subsidiaries		Key Management Personnel and their Relatives		Others
	31-3-2021	31-3-2020	31-3-2021	31-3-2020	31-3-2021	31-3-2020
Trade Receivables and Other Receivables Trade Payables and Other	432.90	538.22	—	—	104.20	298.76
Payables	5,492.02	3,899.28	175.43	64.11	1,083.50	1,141.49
Investments	6,796.90	35,179.50	—	—	—	—
Loans	—	11,760.41	—	—	—	—
Interest Receivable Provision for Loans and	—	177.10	—	—	—	—
advances & Interest thereon Provision for Impairment of	—	11,762.51	—	—	—	—
Investments	850.00	30,507.60	—	—	—	—
Guarantees	9,030.38	16,987.53	—	—	—	—

• iv) During the previous year, 248 employees have been transferred from Pricol Corporate Services Ltd to Pricol Ltd, where in the entitlements like salary, other benefits and terms and conditions of the employment of the transferred remains the same.
• v) During the previous year, the company has taken a loan from Cholamandalam Investment and Finance Company Limited, for which the following securities were given by related parties and relatives of KMP.
• a. Specific immovable properties of certain promoters and promoter's companies.
• b. Personal Guarantee of Chairman, Managing Director and his Relative.
• c. Corporate Guarantee from Pricol Holdings Limited and Pricol Retreats Limited.

2.71. DISCLOSURE OF INVESTMENTS, LOANS AND GUARANTEES AS REQUIRED UNDER SECTION 186 (4) OF COMPANIES ACT, 2013

a) INVESTMENTS		` Lakhs
Name of the Subsidiary	As at 31-3-2021	As at 31-3-2020
Pricol Espana S.L. Spain	—	29,657.60
PT Pricol Surya Indonesia	4,521.52	4,521.52
Pricol Wiping Systems India Limited	2,125.00	850.00
Pricol Asia Pte Limited, Singapore	150.38	150.38

b) LOANS GRANTED			` Lakhs
Name of the Subsidiary	As at 31-3-2021	As at 31-3-2020	Purpose
Pricol Espana S.L. Spain @	—	11,585.41	To settle an existing loan liability
PT Pricol Surya Indonesia	—	—	—
Pricol Wiping Systems India Limited *	—	175.00	For working capital requirements
Pricol Asia Pte Limited, Singapore	—	—	—

@ Converted into Equity investment with effect from 1st April 2020. The loan / investment were impaired and the entire investment in subsidiary disposed off. (Refer to Note No. 2.43)

* Converted into Equity investment during the year 2020-21.

DISCLOSURE OF INVESTMENTS, LOANS AND GUARANTEES AS REQUIRED (Contd.)

c) GUARANTEES OR SECURITIES PROVIDED

			As at 31-3-2021	As at 31-3-2020
Name of the Company	Currency	Foreign Currency in Lakhs	Lakhs | Foreign<br>Currency<br>in Lakhs | Lakhs	Purpose
PT Pricol Surya Indonesia	USD	30.00	2,100.00	30.00	2,100.00	Term Loan / Working Capital
Pricol do Brasil (Step down subsidiary of Pricol Espana S.L. Spain)	Euro	—	—	94.00	7,806.66	Term Loan / Working Capital
Pricol Wiping Systems India Limited	INR	—	1,050.00		1,050.00	Term Loan / Working Capital
Pricol Asia Pte Limited, Singapore	USD	80.00	5,880.38	80.00	6,030.87	Guarantee to overseas suppliers for payment by Pricol Asia Pte Limited, to the supplier

2.72. DISCLOSURE AS REQUIRED UNDER REGULATION 34(3) OF SEBI LODR As at 31st March 2021

` Lakhs

Name of the Company	Status	Outstanding Amount Loan/Advance	Maximum Loan / Advance outstanding during the year	Investment by the Loanee in Shares of Parent / Subsidiary
Pricol Espana S.L. Spain @	Subsidiary	—	11,585.41	—
PT Pricol Surya Indonesia	Subsidiary	—	—	—
Pricol Asia Pte Limited, Singapore	Subsidiary	—	—	—
Pricol Wiping Systems India Limited *	Subsidiary	—	175.00	—

@ Converted into Equity investment with effect from 1st April 2020. The loan / investment were impaired and the entire investment in subsidiary disposed off. (Refer to Note No. 2.43)

* Converted into Equity investment during the year 2020-21.

As at 31st March 2020				` Lakhs
Name of the Company	Status	Outstanding Amount Loan/Advance	Maximum Loan / Advance outstanding during the year	Investment by the Loanee in Shares of Parent / Subsidiary
Pricol Espana S.L. Spain	Subsidiary	11,585.41	11,585.41	—
PT Pricol Surya Indonesia	Subsidiary	—	—	—
Pricol Asia Pte Limited, Singapore	Subsidiary	—	—	—
Pricol Wiping Systems India Limited	Subsidiary	175.00	175.00	—

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

For and on behalf of the Board

Vanitha Mohan Chairman (DIN : 00002168)

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

To the Members of Pricol Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Pricol Limited ("the Holding Company") and its subsidiaries including its step-down subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), comprising of the Consolidated Balance Sheet as at March 31, 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended and notes to the Consolidated Financial Statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "Consolidated Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated 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 accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules , 2015, as amended ("Ind AS"), of the consolidated state of affairs of the Group as at March 31, 2021, their consolidated profit including other comprehensive income, consolidated changes in equity and their consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of audit report of other auditors referred to in 'Other Matters' paragraph below is sufficient and appropriate to provide a basis for our opinion on the Consolidated Financial Statements.

Emphasis of Matter

We draw attention to:

Note No. 2.41 of the Consolidated Financial Statements regarding the re-presentation of the working results of certain subsidiaries from "Continuing Operations" to "Discontinued Operations" and the reclassification of assets and liabilities pertaining to the "Disposal Group".

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated 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.

Key Audit Matter	How our Audit addressed the Key Audit Matter
Inventories are held in various plants by the Group. There are complexities, manual process involved in determining inventory quantities on hand and valuation of the same due to the diverse & numerous inventory products and multiple storage locations. Further, inventories are presented net off provisions for obsolescence on account of non moving / slow moving inventories and items to be sold at less than cost. There is an element of judgment relating to these provisions which are based on historical evidences and current economic conditions. The changing trends and economic environment require judgments in respect of estimating the provisions in respect of inventory obsolescence. Accordingly, inventory quantities and valuation is identified as a Key Audit Matter.	We have performed the following procedures: We assessed whether the management's • controls relating to inventory's valuation are appropriately designed and implemented. We attended inventory counts at certain • locations, which we selected based on financial significance and risk, observed management's inventory count procedures to assess the effectiveness, selected a sample of inventory products and compared the quantities counted to the quantities recorded and ensured inventory adjustments, if any, are recorded in the books of account. Reviewed the internal audit report regarding • physical verification of inventories and traced adjustments on sample basis made on basis of such report to the books of account. Comparative analysis of inventory as at the end • of the year with the inventory at the beginning of the year. We considered the inventory provision for • obsolescence and items to be sold at less than cost through evaluating historical inventory, ageing analysis and selling prices achieved subsequent to the year end. Verification of the correctness of valuation made •
	by the management on a sample basis, with regard to the cost and net realizable value of inventory.

Information Other than the Consolidated Financial Statements and Auditor's Report thereon

The Holding Company's Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual report, for example, Directors' Report and Management Analysis including Annexures thereon but does not include the consolidated financial statements and our auditor's report thereon. Our opinion on the consolidated 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 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 financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

Management's and Board of Director's responsibility for the Consolidated Financial Statements

The Holding Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these

consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting standards (Ind AS) specified under section 133 of the Act, read with relevant rules issued thereunder.

The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

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

The respective Management and Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 SAs 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 financial statements.

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

• Identify and assess the risks of material misstatement of the consolidated 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 Act, we are also responsible for expressing our opinion on whether the group has adequate internal financial controls with reference to Consolidated Financial Statements 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 Group'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 consolidated 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 financial statements, including the disclosures, and whether the consolidated 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 financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by 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. Our responsibilities in this regard are further described in the section titled 'Other Matters' in this audit report.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work and (ii) evaluating the effect of any identified misstatements in the consolidated financial statements.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in the 'Other Matters' paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors 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 consolidated 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.

Other Matters

1. We did not audit the financial statements of 3 subsidiariesincluding1step-downsubsidiary incorporated outside India, whose financial statements reflects the total assets of 15,085.35 Lakhs as at March 31, 2021, total revenues of 38,302.26 Lakhs, total profit (including other comprehensive income) after tax of 337.97 Lakhs, and net cash inflows of 2,660.26 Lakhs for the year ended on that date as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) of section 143 of the Act, is based solely on the audit reports of such other auditors.

These subsidiaries are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's Management converted the financial statements of such subsidiaries located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company's

management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

1. The financial statements of 2 subsidiaries including 1 step-down subsidiary (disposed off during the year) incorporated outside India, included in the consolidated financial statements, whose financial statements reflect the total revenues of 8,882.15 Lakhs, total loss (including other comprehensive income) after tax of 32.40 Lakhs, and net cash inflows of ` 680.32 Lakhs for the period upto the date of loss of control over these subsidiaries, are unaudited and have been furnished to us by the management. Our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on the unaudited financial statements furnished by the management. In our opinion and according to the information and explanations given to us by the management, these financial statements/financial information are not material to the Group.

Our opinion on the consolidated financial statements and our report on the Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the management.

Report on Other Legal and Regulatory Requirements

• (A) As required by section 143(3) of the Act, 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 the aforesaid consolidated financial statements;

• b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept by the group so far as it appears from our examination of those books and the reports of the other auditors;

• c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;

• d. In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards specified under section 133 of the Act read with relevant rules issued thereunder;
• e. On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company, none of the directors of the Group incorporated in India is disqualified as on March 31, 2021 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 group and the operating effectiveness of such controls, we give our separate report in the "Annexure".
• (B) 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 reports of other auditors on the separate financial statements of the subsidiaries as stated in 'Other Matters' paragraph:
• (i) The Consolidated Financial Statements disclose the impact of pending litigations as at March 31, 2021 on the consolidated financial position of the Group - Refer Note 2.46 to the consolidated financial statements;
• (ii) Provision has been made in the Consolidated Financial Statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 2.22, 2.28 & 2.51 to the Consolidated Financial Statements in respect of such items as it relates to the Group.

• (iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary company incorporated in India;
• (C) 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 and its subsidiaries incorporated in India to its directors during the year is in accordance with the provisions of section 197 of the Act. The commission payable to Non-Wholetime Directors of the Holding Company is subject to the approval of the shareholders at the ensuing Annual General Meeting.

For VKS Aiyer & Co. Chartered Accountants ICAI Firm Registration No. 000066S

Coimbatore 26th May 2021 Kaushik Sidartha Partner Membership No. 217964 UDIN: 21217964AAAACR9354

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

[Referred to under 'Report on Other Legal and Regulatory Requirements' in the Independent Auditor's Report of even date to the members of Pricol Limited on the Consolidated Financial Statements for the year ended March 31, 2021]

In conjunction with our audit of the Consolidated Financial Statements of Pricol Limited ("the Holding Company") as of and for the year ended March 31, 2021, we have audited the internal financial controls over financial reporting of the Group, which are companies incorporated in India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Group, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective companies 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 (ICAI). 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 the respective 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 Act.

Auditor's 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 specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. 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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT (Contd.,)

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 financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the respective 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 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 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 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.

Opinion

In our opinion, the Group, which are companies incorporated in India, have, 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 March 31, 2021, based on the internal control over financial reporting criteria established by such companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For VKS Aiyer & Co. Chartered Accountants ICAI Firm Registration No. : 000066S

Kaushik Sidartha Partner Membership No. 217964

Coimbatore 26th May 2021 UDIN: 21217964AAAACR9354

«««««

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2021 CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2021

| | | | | | Note No. | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|----|----|--------|------|--------------------------------------|----------|----------------------|----------------------|
| I. | | ASSETS | | | | | |
| | 1) | | | Non-Current Assets | | | |
| | | a) | | Property, Plant and Equipment | 2.1 | 37,466.79 | 43,959.45 |
| | | b) | | Right of Use | 2.2 | 4,591.39 | 4,226.76 |
| | | c) | | Capital Work-in-progress | 2.3 | 1,975.66 | 2,189.79 |
| | | d) | | Investment Property | 2.4 | 1,503.46 | 951.74 |
| | | e) | | Goodwill | 2.5 | 8,940.60 | 9,934.00 |
| | | f) | | Other Intangible assets | 2.6 | 11,682.96 | 14,054.01 |
| | | g) | | Intangible Assets under Development | 2.7 | — | 54.37 |
| | | h) | | Other Financial Assets | 2.8 | 804.43 | 779.24 |
| | | i) | | Deferred Tax Assets (Net) | 2.9 | 129.83 | 31.42 |
| | | j) | | Other Non-Current Assets | 2.10 | 3,501.84 | 6,218.57 |
| | | | | Total Non-Current Assets | | 70,596.96 | 82,399.35 |
| | | | | | | | |
| | 2) | | | Current Assets | | | |
| | | a) | | Inventories | 2.11 | 24,315.82 | 23,612.16 |
| | | b) | | Financial Assets | | | |
| | | | i) | Investments | 2.12 | 80.15 | 470.94 |
| | | | ii) | Trade Receivables | 2.13 | 18,787.82 | 19,601.85 |
| | | | iii) | Cash and Cash equivalents | 2.14 | 3,820.52 | 946.53 |
| | | | iv) | Bank Balances other than (iii) above | 2.15 | 3,653.98 | 3,301.37 |
| | | | v) | Others | 2.16 | 94.71 | 48.16 |
| | | c) | | Other Current Assets | 2.17 | 2,274.89 | 2,641.70 |
| | | | | Total Current Assets | | 53,027.89 | 50,622.71 |
| | | | | Non-Current Assets held for Sale | 2.18 | — | — |
| | | | | | | 53,027.89 | 50,622.71 |
| | | | | | | | |
| | | | | TOTAL ASSETS | | 1,23,624.85 | 1,33,022.06 |

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2021 CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2021

| | | | | Note No. | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|-----|----|--------|------------------------------------------------------------|----------|----------------------|----------------------|
| | | | CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2021 (Contd.,) | | | |
| II. | | | EQUITY AND LIABILITIES | | | |
| 1) | | Equity | | | | |
| | a) | | Equity Share Capital | 2.19 | 1,218.81 | 947.97 |
| | b) | | Other Equity | 2.20 | 51,263.14 | 38,791.59 |
| | | | Total Equity | | 52,481.95 | 39,739.56 |
| 2) | | | Non-Current Liabilities | | | |
| | a) | | Financial Liabilities | | | |
| | | i) | Borrowings | 2.21 | 19,968.01 | 23,830.36 |
| | | ii) | Others | 2.22 | 3,404.13 | 2,791.70 |
| | b) | | Provisions | 2.23 | 1,173.83 | 1,166.41 |
| | c) | | Deferred Tax Liabilities (Net) | 2.24 | 5,735.66 | 5,189.85 |
| | d) | | Other Non-Current Liabilities | 2.25 | — | 12.02 |
| | | | Total Non-Current Liabilities | | 30,281.63 | 32,990.34 |
| 3) | | | Current Liabilities | | | |
| | a) | | Financial Liabilities | | | |
| | | i) | Borrowings | 2.26 | 309.71 | 13,310.91 |
| | | ii) | Trade Payables | 2.27 | | |
| | | | -
Total Outstanding dues of Micro | | | |
| | | | Enterprises and Small Enterprises | | 574.91 | 122.80 |
| | | | -
Total Outstanding dues of creditors other | | | |
| | | | than Micro Enterprises and Small Enterprises | | 27,605.24 | 31,740.08 |
| | | iii) | Others | 2.28 | 10,201.93 | 13,024.04 |
| | b) | | Other Current Liabilities | 2.29 | 1,436.72 | 1,349.53 |
| | c) | | Provisions | 2.30 | 559.57 | 668.07 |
| | d) | | Current Tax Liabilities (Net) | 2.31 | 173.19 | 76.73 |
| | | | Total Current Liabilities | | 40,861.27 | 60,292.16 |
| | | | TOTAL EQUITY AND LIABILITIES | | 1,23,624.85 | 1,33,022.06 |

Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

Vanitha Mohan Chairman (DIN : 00002168)

For and on behalf of the Board

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2021

| | Note No. | 2020 -21
Lakhs | 2019-20<br> Lakhs
(Re-presented) |
|----------------------------------------------------------------------------------|-----------------|---------------------|--------------------------------------|
| CONTINUING OPERATIONS | | | |
| INCOME | | | |
| Revenue from Operations | 2.32 | 1,35,894.19 | 1,17,814.76 |
| Other Operating Revenue | 2.33 | 5,417.15 | 6,128.12 |
| Other Income | 2.34 | 783.96 | 1,486.46 |
| Total Income | | 1,42,095.30 | 1,25,429.34 |
| EXPENSES | | | |
| Cost of Materials Consumed | 2.35 | 92,775.99 | 77,763.39 |
| Purchases of Stock-in-Trade | | 5,466.80 | 6,335.09 |
| Changes in inventories of Finished Goods, Stock-in-Trade
and Work-in-progress | 2.36 | (1,762.25) | 1,754.67 |
| Employee Benefits Expense | 2.37 | 16,651.71 | 15,937.78 |
| Finance Costs | 2.38 | 4,307.05 | 3,381.71 |
| Depreciation and Amortisation Expense | 2.39 | 9,419.03 | 9,593.63 |
| Other Expenses | 2.40 | 10,387.45 | 13,613.25 |
| Total Expenses | | 1,37,245.78 | 1,28,379.52 |
| Profit / (Loss) before Exceptional Items and Tax | | 4,849.52 | (2,950.18) |
| Less: Exceptional Item | | — | — |
| Profit / (Loss) before tax from continuing operations | | 4,849.52 | (2,950.18) |
| Less : Tax Expense | | | |
| Current Tax | | 3,463.32 | 54.30 |
| Deferred Tax | | 446.95 | (383.65) |
| MAT Credit | | — | — |
| For earlier years (Net) | | (643.66) | (26.81) |
| Profit / (Loss) for the year from continuing operations | (A) | 1,582.91 | (2,594.02) |
| DISCONTINUED OPERATIONS : | 2.41 | | |
| Profit / (Loss) for the year from discontinued operations before tax | | 2,566.85 | (7,281.41) |
| Less : Tax Expense of discontinued operations | | — | — |
| Profit / (Loss) for the year from discontinued operations | (B) | 2,566.85 | (7,281.41) |
| Profit / (Loss) for the year | (C) = (A) + (B) | 4,149.76 | (9,875.43) |

CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2021

| Note No. | 2020 -21
Lakhs | 2019-20<br> Lakhs
(Re-presented) |
|---------------------------------------------------------------------------|---------------------|--------------------------------------|
| CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE | | |
| | | |
| | | |
| | 18.23 | 322.67 |
| | (7.61) | (104.42) |
| | | |
| | 48.82 | 90.45 |
| | — | 188.92 |
| (D) | 59.44 | 497.62 |
| (C) + (D) | 4,209.20 | (9,377.81) |
| 2.42 | | |
| | 1.45 | (2.49) |
| 2.42 | | |
| | 2.36 | (6.98) |
| Earnings per Equity Share for profit / (loss) from Continuing and
2.42 | | |
| | 3.81 | (9.47) |
| | | |

Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021 P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799) Vanitha Mohan Chairman (DIN : 00002168) For and on behalf of the Board

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

C	Q E N GES I N HA C OF NT ME STATE D DATE OLI NS O	R FO UITY	R YEA HE T	31st D DE N E	2 H C R MA	021
a)	Equity Share Capital			` Lakhs
	Balance as on 1st April 2019			947.97
	Movement during the year 2019-20				—
	Balance as on 31st March 2020			947.97
	Movement during the year 2020-21			270.84
	March 2021 Balance as on 31st			1,218.81			Lakhs `
b)	Other Equity	Securities	Capital	Retained		Other Comprehensive Income	Total
		Premium	Reserve	Earnings	Exchange Translation Reserve Foreign	of post employment Remeasurement benefit obligations
	Balance as on 1st April 2019	80,961.56	3,048.57	(35,131.12)	4.38	109.69	48,993.08
	Profit / (Loss) for the year 2019-20 -	—	—	(9,875.43)	—	—	(9,875.43)
	upto the period of disposal of stepdown subsidiaries Fluctuation Differences - Gain / (Loss) for the year -	—	—	—	(474.58)	—	(474.58)
	Reclassification of Exchange differences Gain / (Loss) on disposal of Stepdown subsidiaries -	—	—	—	(349.10)	—	(349.10)
	Adjustment on account of disposal of Stepdown subsidiary -	—	(2,221.24)	2,221.24	—	—	—
	Other Comprehensive Income, Net off Income Tax -	—	—	—	279.37	218.25	497.62
	Balance as on 31st March 2020	80,961.56	827.33	(42,785.31)	(539.93)	327.94	38,791.59
	Profit / (Loss) for the year 2020-21 -	—	—	4,149.76	—	—	4,149.76
	Premium on issue of Equity Shares (Net off issue expenses) -	7,681.21	—	—	—	—	7,681.21
	upto the period of disposal of subsidiary (including stepdown Fluctuation Differences - Gain / (Loss) for the year -
	subsidiary)	—	—	—	(475.50)	—	(475.50)
	on disposal of subsidiary (including stepdown subsidiary) Reclassification of Exchange differences Gain / (Loss) -	—	—	—	1,056.64	—	1,056.64
	Other Comprehensive Income, Net off Income Tax -	—	—	—	48.82	10.62	59.44
	Balance as on 31st March 2021	88,642.77	827.33	(38,635.55)	90.03	338.56	51,263.14
	Significant Accounting Policies & Notes form an integral part of the Financial Statements
	As per our report of even date attached		For and on behalf of the Board

For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S

Kaushik Sidartha

Partner

Membership No. : 217964

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

Vikram Mohan Managing Director (DIN : 00089968)

Vanitha Mohan Chairman (DIN : 00002168) P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Coimbatore 26th May 2021

CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

					` Lakhs
			Year Ended 31st March 2021		Year Ended 31st March 2020
A.	CASH FLOW FROM OPERATING ACTIVITIES :
	Net Profit / (Loss) Before Tax from
	- Continuing operations		4,849.52		(2,950.18)
	- Discontinued operations		2,566.85		(7,281.41)
	Adjustments for :
	Depreciation & Amortisation Expense	9,419.03		11,531.23
	Expected Credit Loss / Advances Written off
	(Net off Provisions)	216.20		29.50
	Excess Provision no longer required written back	33.14		(564.87)
	(Profit) / Loss on sale / disposal of Property,
	Plant and Equipment (Net)	13.02		(52.99)
	Assets Discarded / Written off	1,121.96		3.42
	Provision / (Reversal) for Impairment Loss	282.90		—
	Net Gain on derecognition of net assets
	on disposal of subsidiaries	(3,664.81)		(1,551.90)
	Interest received	(483.84)		(154.90)
	Effect of Change in Foreign Currency
	Translation Reserve	515.46		(478.94)
	Exchange Fluctuation (Gain) / Loss on Re-statement	365.50		556.96
	Gain on Fair Valuation / Disposal of Investments
	at Fair Value through P&L	(11.55)		(27.11)
	Finance Costs	4,307.05		5,432.75
			12,114.06		14,723.15
	Operating Profit before working capital changes		19,530.43		4,491.56
	Adjustments for :-
	(Increase) / Decrease in Trade Receivables and
	other Receivables	(3,127.89)		3,432.04
	(Increase) / Decrease in Inventories Increase / (Decrease) in Trade Payables and	(6,373.81)		(89.04)
	other Payables	2,942.66		7,388.84
			(6,559.04)		10,731.84
	Cash generated from Operations		12,971.39		15,223.40
	Direct taxes		(111.37)		(101.00)
	Net cash from operating activities		12,860.02		15,122.40
B.	CASH FLOW FROM INVESTING ACTIVITIES :
	Purchase of Property, Plant and Equipment	(3,199.81)		(7,562.31)
	Sale of Property, Plant and Equipment	46.16		3,571.83
	Adjustment for Capital Advances	108.90		1,286.43
	Proceeds from Disposal of Subsidiary	37.44		1.47
	Purchase of Current Investments	(230.00)		(175.00)
	Proceeds on Sale of Current Investments	632.34		—
	Interest received	507.09		141.26
	Net Cash (used in) / from investing activities		(2,097.88)		(2,736.32)
C.	CASH FLOW FROM FINANCING ACTIVITIES :
	Proceeds from / (Repayment of)
	Current Borrowings (Net)	(7,243.46)		(8,550.94)
	Proceeds from / (Repayment of)
	Non Current Borrowings (Net)	(3,846.26)		(2,990.38)
	Proceeds from Rights issue(Net off issue expenses)	7,952.05		—
	Dividend & Tax on Dividend Paid	(37.78)		(3.79)
	Repayment of Lease Liabilities	(280.94)		(198.77)
	Finance Costs paid	(3,590.33)		(5,143.31)
	Net Cash from / (used in) financing activities		(7,046.72)		(16,887.19)

CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

		` Lakhs
	Year Ended 31st March 2021	Year Ended 31st March 2020
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2021 (Contd.,)
D. NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C)	3,715.42	(4,501.11)
Cash and Cash equivalents as at 1.4.2020 and 1.4.2019 (Opening Balance)
- Continuing operations	946.53	3,895.97
- Discontinued operations	—	1,849.27
Less : On Disposal of Subsidiary/stepdown subsidiaries	841.43	297.60
Cash and cash equivalents as at 31.3.2021 and
31.3.2020 (Closing Balance) (Refer to Note No. 2.14)	3,820.52	946.53

Changes in Liability arising from financing activities, disclosing changes arising from Cash and Non Cash Flow :

As on 31-3-2021			` Lakhs
Particulars	Non Current Borrowings (including current maturities)	Current Borrowings	Lease Liability
Opening Balance as at 1st April, 2020	29,832.44	13,310.91	2,533.48
Cash Flows (Net) - Proceeds / (Repayment)	(3,846.26)	(7,243.46)	(280.94)
Additions/Adjustments during the year	(2,365.48)	(5,757.74)	—
Additions during the year - Impact on account of Ind AS 116	—	—	807.98
Interest converted into Loan	717.39	—	—
Amortisation of Loan origination cost	147.77	—	—
Closing Balance as at 31st March 2021	24,485.86	309.71	3,060.52
As on 31-3-2020			` Lakhs
Particulars	Non Current Borrowings (including current maturities)	Current Borrowings	Lease Liability
Opening Balance as at 1st April, 2019	35,184.67	21,861.85	1.09
Cash Flows (Net) - Proceeds / (Repayment)	(2,990.38)	(8,550.94)	(198.77)
Additions/Adjustments during the year	(2,523.58)	—	—
Additions during the year - Impact on account of Ind AS 116	—	—	2,731.16
Interest converted into Loan	—	—	—
Amortisation of Loan origination cost	161.73	—	—
Closing Balance as at 31st March 2020	29,832.44	13,310.91	2,533.48

Significant Accounting Policies & Notes form an integral part of the Financial Statements

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

Vanitha Mohan Chairman (DIN : 00002168) For and on behalf of the Board

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

1. SIGNIFICANT ACCOUNTING POLICIES

i. Corporate Information:

Pricol Limited is a company incorporated on 18th May, 2011 and is engaged in the business of manufacturing and selling of Instrument clusters and other allied automobile components to Original Equipment Manufacturers (OEM) and replacement markets. Pursuant to the Scheme of Amalgamation sanctioned by the Honourable High Court of Judicature at Madras, Erstwhile Pricol Limited (Transferor Company) amalgamated with Pricol Pune Limited (Transferee Company) with the appointed date as 1st April, 2015 and the Transferee Company was renamed from "Pricol Pune Limited" to "Pricol Limited" with effect from 18th November, 2016. The Equity shares of the Holding company are listed on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE). The Company along with its subsidiaries and Step down subsidiaries is referred to as the Group.

ii. General Information and Statement of Compliance with Ind AS:

These consolidated financial statements ('financial statements') of the Group have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs ('MCA') under Section 133 of the Companies Act, 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act. The Group has uniformly applied the accounting policies during the periods presented. The financial statements for the year ended 31 March 2021 were authorised and approved for issue by the Board of Directors on 26th May 2021.

iii. Basis of Preparation:

The financial statements have been prepared on going concern basis in accordance with accounting principles generally accepted in India. The presentation of financial statement is based on Ind AS Schedule III of the Companies Act, 2013.

The Financial Statements have been prepared & presented on the historical cost convention and on accrual basis, except for following material items mentioned in the Balance Sheet:

• Financial assets are measured either at fair value or at amortised cost depending on their classification;

• Derivative instruments are measured at their fair values;
• Employee defined benefit assets / liabilities are recognised as the net total of fair value of plan assets, adjusted for actuarial gains / losses and the present value of defined benefit obligations;
• Long term borrowings are measured at amortised cost using the effective interest rate (EIR) method;
• Assets held for sale are measured at fair value less cost to sell;
• Right-of-use of Assets are recognised at the present value of lease payments that are not paid as on that date. This amount is adjusted for any lease payments made at or before the commencement of the lease and initial direct cost incurred, if any.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market par ticipants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on the basis stated above and measurements that have some similarities to fair value but are not fair value, such as net realizable value in Ind AS 2 or value in use under Ind AS 36. In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurements in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

• Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.

iv. Use of Estimates:

The preparation of financial statements is in conformity with generally accepted accounting principles which require the management of the Group to make judgements, estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and disclosure of contingent liabilities at the end of the reporting period. Although these estimates are based upon the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future period. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Application of accounting policies that require significant accounting estimates involving complex and subjective judgments and the use of assumptions in these financial statements have been disclosed separately under the heading "Significant accounting judgements, estimates and assumptions".

v. Current versus Non-Current classification

The entity presents assets and liabilities in the balance sheet based on current / non-current classification.

An asset is classified as current, when:

• It is expected to be realised or intended to be sold or consumed in normal operating cycle
• It is held primarily for the purpose of trading
• It is expected to be realised within twelve months after the reporting period, or
• It is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is classified as current, when:

• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The entity classifies all other liabilities as noncurrent.

Current assets and liabilities include the current portion of non-current assets and liabilities respectively. Deferred tax assets and liabilities are always classified as non-current assets and liabilities.

vi. Principles of Consolidation:

The consolidated financial statements comprise the financial statements of the Parent and its subsidiaries including step-down subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Specifically, the Group controls an investee if and only if the Group has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

• Rights arising from other contractual arrangements
• The Group's voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, related Non-Controlling Interest, if any, and other components of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is lost. Any resulting gain or loss is recognised in profit or loss.

The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

The consolidated financial statement comprises the financial statements of the following subsidiaries:

Name of the subsidiary	Country of Incorporation	Extent of holding (%)
PT Pricol Surya Indonesia	Indonesia	100%
Pricol Asia Pte Limited, Singapore	Singapore	100%
Pricol Wiping Systems India Limited, India	India	100%
PT Sripri Wiring Systems
Step-down Subsidiary (Subsidiary of PT Pricol Surya, Indonesia)	Indonesia	100%
Pricol Espana Sociedad Limitada, Spain (upto 21st August 2020)	Spain	100%
Pricol Wiping Systems Czech s.r.o, Czech Republic Step-down Subsidiary (Subsidiary of Pricol Espana Sociedad Limitada, Spain) - upto 21st August 2020	Czech	100%

vii. Foreign currency transactions

Functional and presentation currency

The financial statements are presented in Indian Rupee (`) which is also the functional and presentation currency of the Group. All amounts have been rounded-off to the nearest lakh with two decimals.

(a) Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the exchange rate between the functional currency and the foreign currency at the date of the transaction.

(b) Conversion

Foreign currency monetary items are converted to functional currency using the closing rate. Nonmonetary items denominated in a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or any other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from those at which they were initially recorded, are recognised in the statement of profit and loss on a net basis within other gains / (losses) in the year in which they arise.

(c) Foreign Operations:

The assets and liabilities of foreign operations (subsidiaries, associates and joint ventures) including goodwill and fair value adjustments arising on acquisition, are translated into INR, the functional currency, at the exchange rates at the reporting date. The income and expenses of the foreign operations are translated into INR at the exchange rates at the dates of the transaction or an average rate if it approximates the actual rate at the date of the transaction.

Foreign currency translation differences are recognised in OCI and accumulated in equity, except to the extent that the exchange differences are allocated to NCI (if any).

When a foreign operation is disposed off in its entirety or partially such that control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to profit or loss as part of the gain or loss on disposal.

viii. Revenue Recognition:

a. Sale of goods

Revenue from customers is recognised when the Group satisfies performance obligation by transferring promised goods or services to the customers. Revenue is measured based on transaction price, which is the fair value of the consideration received / receivable net of returns and allowances, trade discounts and GST.

Revenue from sale of goods and associated services is recognised at the point of time when the goods are sold or services rendered.

The Group considers any other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the goods, the Group considers the effect of variable consideration, the existence of significant financing components, non-cash consideration and consideration payable to the customer, if any. A refund liability (included in other financial liabilities) is recognised for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with a credit term of 30 days to 120 days, which is consistent with market practice. The Group's obligation to repair or replace faulty products under the standard warranty terms is recognised as a provision.

b. Dividend

Dividend income from investments is recognised when the Group's right to receive payment has been established.

c. Interest Income

Interest income from a financial asset is recognised using effective interest rate (EIR) method. EIR is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

d. Claims

Claims made by the Group including price escalations and those made on the Group are recognised in the Statement of Profit and Loss as and when the claims are accepted / Liability is crystallised.

ix. Property, Plant and Equipment and Depreciation:

Property, Plant and Equipment (PPE), being fixed assets are tangible items that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes and are expected to be used for more than a period of twelve months. They are measured at cost less accumulated depreciation and any accumulated impairment. Cost comprises of the purchase price including import duties and non-refundable purchase taxes after deducting trade discounts and rebates and any costs attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the Management. Own manufactured assets are capitalised at cost including an appropriate share of

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

overheads. Financing costs (if any) relating to acquisition of assets which take substantial period of time to get ready for intended use are also included to the extent they relate to the period up to such assets are ready for their intended use.

Items such as spare parts, stand-by equipment and servicing equipment are capitalised if they meet the definition of property, plant and equipment

Depreciation on Property, Plant and Equipment (PPE) are provided under straight line method so as to expense the depreciable amount ie., cost less estimated value, over its estimated useful lives as per the useful lives and manner prescribed under Schedule II to the Companies Act, 2013, except for the certain asset class such as leasehold improvements which are amortised as depreciation over the lower of useful life or lease period and Dies, Tools and Moulds which are depreciated over a period of 3 years.

Where the cost of a part of the PPE is significant to the total cost of the PPE and if that part of the PPE has a different useful life than the main PPE, the useful life of that part is determined separately for depreciation.

The Group has used the following useful lives to provide depreciation on its Property, Plant and Equipment:

Class of Assets	Useful Lives
Factory Buildings	20 - 30 years
Improvement to Leasehold Buildings	Useful life or lease period whichever is lower
Plant & Equipments	7.5 - 8 years
Furniture & Fixtures	10 years
Vehicles	8 years
Office Equipments	4 - 5 years
Dies, Tools and Moulds	3 years
Computer Equipments
- Servers and Networks	6 years
- End User Devices	3 years
Spares	1 - 3 years

The management believes that the useful lives adopted reflect the expected pattern of consumption of future economic benefits.

The depreciation method applied to an asset is reviewed at each financial year-end and if there has been a significant change in the expected pattern of consumption of future economic benefits embodied in the asset, depreciation is charged prospectively to reflect the changed pattern.

The carrying amount of an item of PPE is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of Property, Plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Consolidated Statement of profit and loss when the asset is de-recognised.

x. Investment property:

Investment property is a land or building held to earn rentals or for capital appreciation or both, rather than for use in the production or supply of goods or services or for administrative purposes; or sale in the ordinary course of business.

Investment properties (if any), are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any. The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in Consolidated Statement of profit and loss as incurred. Investment properties are depreciated using the straight-line method over their estimated useful lives.

The Group has used the following useful lives to provide depreciation on its Investment Property:

Class of Assets	Useful Lives
Buildings	30 Years

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

xi. Intangible assets and amortisation:

An intangible asset is an identifiable non-monetary asset without physical substance.

Intangible assets are recognised only if it is probable that future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably.

Computer software licenses are capitalised on the basis of costs incurred to acquire and bring to use the specific software. Operating software is capitalised and amortised along with the related fixed asset.

The Group has used the following useful lives to amortise its intangible assets:

Class of Assets	Useful Lives
Specialised software	4 Years
Fees for Technical Know-how	4 Years
Intangible Assets acquired on	15 Years
Amalgamation	(Based on a
	technical
	opinion)
Goodwill	15 Years

xii. Non-current assets held for sale and discontinued operations :

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. The Management must be committed to the sale, which should be expected to qualify for recognition as completed sale within one year from the date of classification. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

When the Group is committed to sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a noncontrolling interest in its former subsidiary after the sale.

Non-current assets held for sale / for distribution to owners and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell / distribute.

Assets and liabilities classified as held for sale / distribution are presented separately in the balance sheet. Property, Plant and Equipment and intangible assets once classified as held for sale / distribution to owners are not depreciated or amortised. Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss before tax from discontinued operations in the Consolidated Statement of Profit and Loss.

When the Group is committed to a sale plan involving disposal of an investment, or a portion of an investment, in an associate or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met, and the Group discontinues the use of the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for using the equity method. The Group discontinues the use of the equity method at the time of disposal when the disposal results in the Group losing significant influence over the associate or joint venture.

After the disposal takes place, the Group accounts for any retained interest in the associate or joint venture in accordance with Ind AS 109 unless the retained interest continues to be an associate or a joint venture, in which case the Group uses the equity method.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

Reclassification

When the Group has classified an asset (or disposal group) as held for sale, but the criteria for the same are no longer met, the Group shall cease to classify

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

the asset (or disposal group) as held for sale. The Group measures the non-current asset (or disposal group) at the lower of carrying amount before the non-current asset and Disposal Group was classified as held for sale and its recoverable amount at the date when the Disposal Group no longer meets the "Held for sale" criteria. Financial statements for the periods since classification as held for sale shall be amended if the disposal group or non-current asset that ceases to be classified as held for sale.

xiii. Impairment of Non-Financial assets:

The Group periodically assesses whether there is any indication that an asset or a group of assets comprising a cash generating unit may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. For an asset or group of assets that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost. An impairment loss is reversed only to the extent that the amount of asset does not exceed the net book value that would have been determined if no impairment loss had been recognised.

xiv. Impairment of Financial assets:

The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires Expected Credit Losses to be measured through a loss allowance. The Group recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses, if the credit risk on the financial asset has increased significantly since initial recognition.

xv. Fair value measurement:

The Group measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

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

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

• Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;
• Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level Input that is significant to the fair value measurement as a whole) at the end of each reporting period.

xvi. Financial instruments:

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

a. Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

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

• Debt instruments at amortised cost
• Debt instruments at fair value through other comprehensive income (FVTOCI);
• Debt instruments and equity instruments at fair value through profit or loss (FVTPL);
• Equity instruments measured at fair value through other comprehensive income (FVTOCI).

Debt instruments at amortized cost:

A 'debt instrument' is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

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

Debt instrument at FVTOCI:

A 'debt instrument' is classified as at the FVTOCI if both of the following criteria are met:

• The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
• The asset's contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognised in the other comprehensive income (OCI).

Debt instrument at FVTPL:

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortised cost or as FVTOCI, is classified as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.

In addition, the Group may elect to designate a debt instrument, which otherwise meets amortised cost

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch').

Equity investments (other than investments in subsidiaries and joint ventures):

All equity investments within the scope of Ind AS 109,' Financial Instruments', are measured at fair value either through statement of profit and loss or other comprehensive income. The Group makes an irrevocable election to present in OCI the subsequent changes in the fair value on an instrument-by-instrument basis. The classification is made on initial recognition.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, impairment gains or losses and foreign exchange gains and losses, are recognised in the OCI. Any gains or losses on derecognition is recognised in the OCI and are not recycled to the statement of profit or loss.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.

De-recognition of Financial Assets:

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily de-recognised when:

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

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group's continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

b. Financial Liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and transaction cost (if any) that is attributable to the acquisition of the financial liabilities is also adjusted.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

• Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the Effective Interest Rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

• Trade and other payables

These amounts represent liabilities for goods or services provided to the Group which are unpaid at the end of the reporting period. Trade and other payables are presented as current liabilities when the payment is due within a period of 12 months from the end of the reporting period. For all trade and other payables classified as current, the carrying amounts approximate fair value due to the short maturity of these instruments. Other payables falling due after 12 months from the end of the reporting period are presented as non-current liabilities

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

and are measured at amortised cost unless designated as fair value through profit and loss at the inception.

• Other financial liabilities at fair value through profit or loss:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Gains or losses on liabilities held for trading are recognised in the profit or loss.

De-recognition of Financial Liabilities:

A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

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, to realize the assets and settle the liabilities simultaneously.

xvii. Borrowing costs:

Borrowing costs directly attributable to acquisition/ construction of qualifying assets are capitalised until the time all substantial activities necessary to prepare the qualifying assets for their intended use are complete. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use/ sale. All other borrowing costs are charged to statement of profit and loss.

xviii. Cash and cash equivalents:

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

xix. Employee benefits

a. Short Term and other long term employee benefits:

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave, in the period the related service is rendered, at an undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at an undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other longterm employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

b. Post-Employment Benefits

i. Defined Contribution Plans

A defined contribution plan is a postemployment benefit plan under which the Group pays specified contributions to a separate entity. The Group makes specified monthly contributions towards Provident Fund and Superannuation Fund. The Group's contribution is recognised as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service.

ii. Defined Benefit Plans

For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognised in OCI in the period in which they occur. Remeasurement recognised in other

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment.

xx. Provisions:

A provision is recognised when an enterprise has a present obligation (legal or constructive) as result of past event and it is probable that an outflow of embodying economic benefits of resources will be required to settle a reliably assessable obligation. Provisions are determined based on best estimate required to settle each obligation at each balance sheet date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

xxi. Contingent liabilities:

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence in the financial statements.

Contingent Assets are not recognised but are disclosed when the inflow of economic benefits are probable.

xxii. 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. Partly paid equity shares (if any) are treated as a fraction of an equity share to the extent that they were entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share split; and consolidation of shares if any.

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

xxiii. Government Grants:

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

xxiv. Taxes on Income:

Tax expense comprises of current and deferred tax.

a. Current income tax:

Current 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, at the reporting date. Current income tax relating to items recognised directly in other comprehensive income / equity is recognised in other comprehensive income / equity and not in the statement of profit and loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

b. Deferred tax:

Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

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 carrying amount of deferred tax assets are 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 tax asset to be utilised.

Unrecognized deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

c. Minimum Alternate Tax:

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Group will pay normal income tax.

Accordingly, MAT is recognised as an asset in the Balance Sheet when it is highly probable that future economic benefit associated with it will flow to the Group.

xxv. Inventories:

Inventories are valued at lower of cost and estimated net realizable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The basis of determining cost for various categories of inventories is as follows:-

i) Raw Materials, Packing Materials & Stores and Spares: Weighted average basis.

ii) Finished Goods and Work-In-Progress: Cost of Direct Material, Labour & Other Manufacturing Overheads.

Stores & Spares which do not meet the definition of Property, Plant and Equipment are accounted as inventories.

xxvi. Leases:

a. The Group as a lessee:

The Group's lease asset classes primarily consist of leases for Land, Buildings, Computer Equipments and Vehicles. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

• (i) the contract involves the use of an identified asset
• (ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease and
• (iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a Right-of-Use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases) and low value leases. For these short term and low-value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related ROU asset if the Group changes its assessment of whether it will exercise an extension or a termination option.

Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

b. The Group as a Lessor:

Leases for which the Group is a lessor is classified as a finance or operating lease. Wherever the terms of the lease transfers substantially all the risks and ownership to the lessee, the contract is classified as finance lease. All other leases are classified as operating lease.

xxvii. Business Combination:

The Group accounts for each business combination by applying the acquisition method. The acquisition date is the date on which control is transferred to the acquirer. Judgment is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists 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 power over the entity. In assessing control, potential voting rights are considered only if the rights are substantive.

The Group measures goodwill as of the applicable acquisition date at the fair value of the consideration transferred, less the net recognised amount of the identifiable assets acquired and liabilities (including contingent liabilities in case such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably) assumed. When the fair value of the net identifiable assets acquired and liabilities assumed exceeds the consideration transferred, a bargain purchase gain is recognised as capital reserve.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group to the previous owners of the acquiree, and equity interests issued by the Group. Consideration transferred also includes the fair value of any contingent consideration (if any). Consideration transferred does not include amounts related to settlement of pre-existing relationships.

Any contingent consideration (if any) is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise subsequent changes in the fair value of the contingent consideration are recognised in the Statement of Profit and Loss.

Transaction costs that the Group incurs in connection with a business combination, such as finder's fees, legal fees, due diligence fees and other professional and consulting fees, are expensed as incurred.

xxviii. Financial Guarantee Contracts:

Financial Guarantee Contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

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.

Significant accounting judgments, estimates and assumptions:

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

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the areas of estimation uncertainty and critical judgements that the management has made in the process of applying the Group's accounting policies:

a) Recognition of deferred tax assets:

The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilised.

b) Provision and contingent liability:

On an ongoing basis, the Group reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Loss Contingencies that are considered possible are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements.

c) Useful lives of depreciable assets:

Management reviews the useful lives of depreciable assets at each reporting period. As at March 31, 2021 management assessed that the useful lives represent the expected utility of the assets to the Group. Further, there is no significant change in the useful lives as compared to previous year.

d) Evaluation of indicators for impairment of assets:

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

e) Defined benefit obligation:

Management's estimate of the Defined Benefit obligation is based on a number of underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may impact the obligation amount and the annual defined benefit expenses.

f) Fair value measurements:

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

g) Allowances for uncollected accounts receivable and advances

Trade receivables do not carry interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectable. Impairment is made on the expected credit loss model, which is the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about the risk of default and expected loss rates. Judgement in making these assumptions and selecting the inputs to

SIGNIFICANT ACCOUNTING POLICIES (Contd.,)

the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.

h) Leases:

Significant judgments are required in the assumptions and made in order to determine the ROU asset and lease liability. The assumptions and estimates include application of practical expedients, selection of accounting policy choices, assessment of lease term, determination of applicable incremental borrowing rate, among others.

Recent accounting pronouncements :

On 24th March 2021, the Ministry of Corporate Affairs ("MCA") through a Notification amended Schedule III of the Companies Act 2013. The amendments primarily related to;

(a) Change in existing presentation requirement for certain amounts in Balance sheet for example lease liability, Security deposit, current maturities of Long term Borrowings, effect of prior period errors on Equity Share Capital.

• (b) Additional disclosure requirements in specified formats for eg., trade receivables, trade payables, capital work in progress, intangible assets, shareholding of promoters etc.
• (c) Disclosure of funds that have been used other than for the specified purposes for which it was borrowed from banks and financial institutions.
• (d) Additional Regulatory information for eg., compliance with number of layers of Companies, title deed of immovable properties, disclosure on financial ratios, loans and advances to Managerial Personnel etc.
• (e) Disclosure relating to Corporate Social Responsibility, undisclosed income and holding in respect of Crypto or Virtual Currency.

These amendments are extensive and the company is in the process of evaluating the same.

NTS(Contd.,)
ME
STATE
CIAL
N NA
FI
D
DATE
OLI
NS
O C
TO
OTES
N

										Lakhs `
Particulars	Land	Leasehold Land	Buildings	Improvements to Leasehold Buildings	Plant & Equipment	Furniture and Fixtures	Vehicles	Office Equipments	Computer Equipments	Total
Gross Carrying Value
As at 1st April, 2019	9,220.41	890.62	16,574.87	374.46	29,427.46	809.22	273.52	341.97	2,818.11	60,730.64
Additions during 2019-20	185.59	—	863.67	12.61	5,266.85	21.77	—	3.08	67.74	6,421.31
Deletions during 2019-20	—	—	—	—	71.50	12.81	0.52	—	2.98	87.81
Reclassification from 'Assets held
for sale as part of disposal group'	—	836.13	244.26	200.66	4,353.63	4.79	—	9.45	27.22	5,676.14
Reclassified as Right of Use	—	1,726.75	—	—	—	—	—	—	—	1,726.75
Translation Adjustment	(37.21)	—	(59.51)	1.17	(74.46)	—	—	(15.24)	1.58	(183.67)
As at 31st March, 2020	9,368.79	—	17,623.29	588.90	38,901.98	822.97	273.00	339.26	2,911.67	70,829.86
Additions during 2020-21	—	—	336.68	—	2,907.93	4.00	17.15	—	37.26	3,303.02
Deletions during 2020-21	—	—	19.33	—	1,613.12	41.54	10.97	15.77	73.26	1,773.99
Impaired during 2020-21	—	—	—	—	242.51	—	—	—	1,114.23	1,356.74
Reclassification to 'Assets held
for sale as part of disposal group'	—	—	—	(214.44)	(4,276.45)	—	—	—	—	(4,490.89)
Reclassified as Investment Property	188.00	—	543.83	—	—	—	—	—	—	731.83
Translation Adjustment	58.47	—	93.51	—	153.56	—	—	23.95	(0.54)	328.95
As at 31st March, 2021	9,239.26	—	17,490.32	374.46	35,831.39	785.43	279.18	347.44	1,760.90	66,108.38
ACCUMULATED DEPRECIATION
As at 1st April, 2019	—	20.84	3,278.34	103.91	12,554.24	218.85	131.06	296.35	1,640.69	18,244.28
Depreciation for the year 2019-20	—	—	884.53	46.03	5,745.64	88.29	35.32	17.29	471.66	7,288.76
Withdrawn during the year 2019-20	—	—	—	—	13.25	2.77	—	—	2.44	18.46
Reclassification from 'Assets held
for sale as part of disposal group'	—	21.82	12.97	9.81	1,456.69	0.72	—	2.78	11.48	1,516.27
Reclassified as Right of Use	—	42.66	—	—	—	—	—	—	—	42.66
Translation Adjustment	—	—	(34.90)	0.08	(69.67)	—	—	(14.87)	1.58	(117.78)
As at 31st March, 2020	—	—	4,140.94	159.83	19,673.65	305.09	166.38	301.55	2,122.97	26,870.41
Depreciation for the year 2020-21	—	—	888.96	36.57	4,841.06	79.02	28.88	10.43	295.21	6,180.13
Withdrawn during the year 2020-21	—	—	3.12	—	1,142.35	23.12	6.17	14.38	43.44	1,232.58
Withdrawn on Impairment during 2020-21	—	—	—	—	122.19	—	—	—	955.02	1,077.21
Reclassification to 'Assets held for
sale as part of disposal group'	—	—	—	(19.12)	(2,168.25)	—	—	—	—	(2,187.37)
Reclassified as Right of Use	—	—	—	—	—	—	—	—	—	—
Reclassified as Investment Property	—	—	126.24	—	—	—	—	—	—	126.24
Translation Adjustment	—	—	59.51	—	131.63	—	—	23.85	(0.54)	214.45
As at 31st March, 2021	—	—	4,960.05	177.28	21,213.55	360.99	189.09	321.45	1,419.18	28,641.59
NET CARRYING VALUE
As at 31st March, 2020	9,368.79	—	13,482.35	429.07	19,228.33	517.88	106.62	37.71	788.70	43,959.45
As at 31st March, 2021	9,239.26	—	12,530.27	197.18	14,617.84	424.44	90.09	25.99	341.72	37,466.79
Certain Property, Plant and Equipment have been given as security against non-current borrowings availed by the Group (Refer to Note No. 2.21 and 2.26).

RIGHT OF USE					` Lakhs
Particulars	Land	Buildings	Computer Equipments	Vehicles	Total
Gross Carrying Value
As at 1st April, 2019	—	—	—	—	—
Reclassified from PPE	1,726.75	—	—	—	1,726.75
Additions/Adjustments during 2019-20	148.77	2,808.70	—	—	2,957.47
Deletions during 2019-20	—	—	—	—	—
Translation Adjustment	—	—	—	—	—
As at 31st March, 2020	1,875.52	2,808.70	—	—	4,684.22
Additions during 2020-21	—	136.97	656.42	14.59	807.98
Deletions during 2020-21	—	—	—	—	—
Translation Adjustment	—	—	—	—	—
As at 31st March, 2021	1,875.52	2,945.67	656.42	14.59	5,492.20

Accumulated Depreciation

As at 1st April, 2019	—	—	—	—	—
Reclassified from PPE	42.66	—	—	—	42.66
Depreciation for the year 2019-20	26.52	388.28	—	—	414.80
Withdrawn during the year 2019-20	—	—	—	—	—
Translation Adjustment	—	—	—	—	—
As at 31st March, 2020	69.18	388.28	—	—	457.46
Depreciation for the year 2020-21	29.28	397.31	11.13	5.23	442.95
Withdrawn during the year 2020-21	—	—	—	—	—
Translation Adjustment	—	—	0.17	0.23	0.40
As at 31st March, 2021	98.46	785.59	11.30	5.46	900.81

Net Carrying Value

` Lakhs

` Lakhs

As at 31st March, 2020	1,806.34	2,420.42	—	—	4,226.76
As at 31st March, 2021	1,777.06	2,160.08	645.12	9.13	4,591.39

` Lakhs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Contd.,)

2.3. CAPITAL WORK-IN-PROGRESS

As on 31st March 2021

Particulars	Buildings	Improvements to Leasehold Buildings	Plant & Equipment	Others	Total
As at 1st April, 2020	8.41	—	2,181.38	—	2,189.79
Add : Addition during the year	379.58	—	2,803.55	59.59	3,242.72
Less : Deletion during the year	336.68	—	2,907.93	58.41	3,303.02
Less : On disposal of subsidiary	—	—	153.83	—	153.83
As at 31st March, 2021	51.31	—	1,923.17	1.18	1,975.66

As on 31st March 2020 ` Lakhs

As at 1st April, 2019	176.87	—	1,126.96	56.34	1,360.17
Add : Addition during the year	695.21	12.61	5,658.83	36.25	6,402.90
Less : Deletion during the year	863.67	12.61	5,266.85	92.59	6,235.72
Add : Reclassification from 'Assets Held for sale as part of disposal group'	—	—	662.44	—	662.44
As at 31st March, 2020	8.41	—	2,181.38	—	2,189.79

Others include Furniture and Fixtures, Vehicles, Office Equipments and Computer Equipments.

2.4. INVESTMENT PROPERTY

Particulars	Land	Building	Total
Gross Carrying Value
As at 1st April, 2019	462.00	700.00	1,162.00
Additions during 2019-20	—	—	—
Deletions during 2019-20	—	—	—
As at 31st March, 2020	462.00	700.00	1,162.00
Additions during 2020-21	—	—	—
Reclassified from PPE	188.00	543.83	731.83
Deletions during 2020-21	—	—	—
As at 31st March, 2021	650.00	1,243.83	1,893.83
Accumulated Depreciation			` Lakhs
As at 1st April, 2019	—	168.06	168.06
Depreciation for the year 2019-20	—	42.20	42.20
Withdrawn during the year 2019-20	—	—	—
As at 31st March, 2020	—	210.26	210.26
Depreciation for the year 2020-21	—	53.87	53.87
Reclassified from PPE	—	126.24	126.24
Withdrawn during the year 2020-21	—	—	—
As at 31st March, 2021	—	390.37	390.37
Net Carrying Value			` Lakhs
As at 31st March, 2020	462.00	489.74	951.74
As at 31st March, 2021	650.00	853.46	1,503.46

` Lakhs

INVESTMENT PROPERTY (Contd.,)

The above Investment properties have been given as security against borrowings. (Refer to Note No. 2.21) For depreciation method and useful lives - Refer to Note No.1(x) of significant accounting policies. The Company has identified Land and Building at Karamadai and Poochiyur to be in the nature of investment property as they are being held to earn rentals.

i) Amount recognised in Statement of Profit and Loss for investment properties

` Lakhs

` Lakhs

Particulars	2020-21	2019-20
Rental Income	94.04	37.15
Direct operating expenses arising from investment property that generated rental income during the year
Less : Depreciation expense	53.87	42.20
Less : Repairs and Maintenance - Buildings	123.91	—
Profit / (Loss) from Investment Property	(83.74)	(5.05)

ii) Fair Value of Land and Building held as Investment Property - 2,700.63 Lakhs (Previous year - 2,032.67 Lakhs)

iii) Contractual obligations to construct investment property or for Repairs & Maintenance or enhancement - Nil (Previous year - Nil)

2.5. GOODWILL

Particulars	Goodwill #	Goodwill on Consolidation	Total
Gross Carrying Value
As at 1st April, 2019	15,479.67	5,730.25	21,209.92
Additions during 2019-20	—	—	—
Deletions during 2019-20	—	1,051.88	1,051.88
As at 31st March, 2020	15,479.67	4,678.37	20,158.04
Additions during 2020-21	—	—	—
Deletions during 2020-21	—	4,118.79	4,118.79
As at 31st March, 2021	15,479.67	559.58	16,039.25

Accumulated Amortisation ` Lakhs

As at 1st April, 2019	4,552.27	5,730.25	10,282.52
Amortisation for the year 2019-20	993.40	—	993.40
Withdrawn during the year 2019-20	—	1,051.88	1,051.88
As at 31st March, 2020	5,545.67	4,678.37	10,224.04
Amortisation for the year 2020-21	993.40	—	993.40
Withdrawn during the year 2020-21	—	4,118.79	4,118.79
As at 31st March, 2021	6,539.07	559.58	7,098.65

Net Carrying Value ` Lakhs

As at 31st March, 2020	9,934.00	—	9,934.00
As at 31st March, 2021	8,940.60	—	8,940.60

Refer to Note No. 2.43 in relation to Scheme of Amalgamation and accounting treatment.

2.6. OTHER INTANGIBLE ASSETS ` Lakhs

Particulars	Computer Software	Technical Knowhow	Brand / Trade Mark	Patents & Developed Technology	Total
Gross Carrying Value
As at 1st April, 2019	1,427.26	1,597.87	4,914.01	14,116.00	22,055.14
Additions during 2019-20	319.54	—	—	—	319.54
Deletions during 2019-20	—	—	—	—	—
Reclassification from 'Assets held for sale as part of disposal group'	324.04	—	—	—	324.04
Translation Adjustment	1.84	—	—	—	1.84
As at 31st March, 2020	2,072.68	1,597.87	4,914.01	14,116.00	22,700.56
Additions during 2020-21	35.75	—	—	—	35.75
Deletions during 2020-21	902.02	1,087.05	—	—	1,989.07
Impaired during 2020-21	7.90	—	—	—	7.90
Reclassification to 'Assets held for sale as part of disposal group'	(318.33)	—	—	—	(318.33)
Translation Adjustment	—	—	—	—	—
As at 31st March, 2021	880.18	510.82		4,914.01 14,116.00	20,421.01

Accumulated Amortisation ` Lakhs

Particulars	Computer Software	Technical Knowhow	Brand / Trade Mark	Patents & Developed Technology	Total
As at 1st April, 2019	981.06	552.89	1,310.40	3,764.28	6,608.63
Amortisation for the year 2019-20	305.98	271.76	327.60	941.07	1,846.41
Withdrawn during the year 2019-20	—	—	—	—	—
Reclassification from 'Assets held for sale as part of disposal group'	190.19	—	—	—	190.19
Translation Adjustment	1.32	—	—	—	1.32
As at 31st March, 2020	1,478.55	824.65	1,638.00	4,705.35	8,646.55
Amortisation for the year 2020-21	203.42	276.59	327.60	941.07	1,748.68
Withdrawn during the year 2020-21	758.92	590.42	—	—	1,349.34
Withdrawn on Impairment during 2020-21	4.53	—	—	—	4.53
Reclassification to 'Assets held for sale as part of disposal group'	(303.31)	—	—	—	(303.31)
Translation Adjustment	—	—	—	—	—
As at 31st March, 2021	615.21	510.82	1,965.60	5,646.42	8,738.05

Net Carrying Value ` Lakhs

As at 31st March, 2020	594.13	773.22	3,276.01	9,410.65	14,054.01
As at 31st March, 2021	264.97	—	2,948.41	8,469.58	11,682.96

| | | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|------|------------------------------------------------------------------------------------|-------|----------------------|----------------------|
| 2.7. | INTANGIBLE ASSETS UNDER DEVELOPMENT | | | |
| | COMPUTER SOFTWARE | | | |
| | As at 1st April 2020 & 1st April 2019 | | 54.37 | — |
| | Add
: Addition during the year | | 0.72 | 357.08 |
| | Add
: Reclassification from 'Assets held for sale as part of
disposal group' | | — | 16.83 |
| | Less : On disposal of subsidiary | | 19.34 | — |
| | Less : Deletion / Adjustment during the year | | 35.75 | 319.54 |
| | As at 31st March 2021 & 31st March 2020 | | — | 54.37 |
| 2.8. | OTHER FINANCIAL ASSETS | | | |
| | Security Deposits | | 657.82 | 632.63 |
| | Fixed Deposits with Banks # | | 172.71 | 172.71 |
| | Less : Allowance for Doubtful Deposits | | 26.10 | 26.10 |
| | | | 804.43 | 779.24 |
| | # Fixed Deposit provided as security is towards borrowings availed. | | | |
| 2.9. | DEFERRED TAX ASSETS (NET) | | | |
| | Deferred Tax Asset | | | |
| | On Disallowance under the Income Tax Act | | 157.61 | 58.13 |
| | On Unused tax losses | | — | — |
| | On Other temporary differences | | — | — |
| | | A | 157.61 | 58.13 |
| | Deferred Tax Liability | | | |
| | On Fixed Assets | | 27.78 | 26.71 |
| | On Other temporary differences | | — | — |
| | | B | 27.78 | 26.71 |
| | Deferred Tax Assets - Net | A - B | 129.83 | 31.42 |
| | (Refer to Note No. 2.53) | | | |
| | 2.10. OTHER NON CURRENT ASSETS | | | |
| | Capital Advances | | 78.01 | 189.43 |
| | Advance Tax, Net off Provision | | 934.49 | 465.76 |
| | MAT Credit Entitlement | | 2,372.59 | 5,453.15 |
| | Deposits and Prepayments | | 203.92 | 199.92 |
| | Less : Provision for Doubtful Advances / deposits | | 87.17 | 89.69 |
| | | | 3,501.84 | 6,218.57 |

	31-3-2021	31-3-2020
	Lakhs | Lakhs
2.11. INVENTORIES
Raw Materials & Components	15,862.88	12,251.23
Goods in Transit - Raw Materials & Components	1,096.63	3,664.39
Work-in-progress	1,756.93	2,068.44
Finished Goods	4,917.23	5,026.59
Stores & Spares	451.86	396.40
Traded Goods	230.29	205.11
	24,315.82	23,612.16

Mode of valuation of inventories is stated in Note No.1(xxv) of significant accounting policies.

Inventories as stated above is net off Provision for / (Reversal) of Non / Slow Moving Inventory of 439.05 Lakhs - Previous year - 649.81 Lakhs)

Inventories have been given as securities for the borrowings availed by the respective companies. Refer to Note No. 2.26.

Cost of Inventory recognised as an expense		` Lakhs
	2020-21	2019-20
Particulars		(Re-presented)
Cost of Materials Consumed	92,775.99	77,763.39
Cost of Traded Goods Sold	5,441.62	6,407.10
Stores and Spares	173.56	160.06

2.12. INVESTMENTS

			` Lakhs
Sl.No.	Particulars	31-3-2021	31-3-2020
	Investments in Mutual Funds (at Fair Value through P&L)
	Quoted - Non Trade
1.	ICICI Prudential Regular Savings Fund- Growth	—	9.97
2.	IDFC Asset Allocation Fund of Funds - Aggressive Plan - Growth - (Regular Plan)	—	7.21
3.	Aditya Birla Sun Life Regular Savings Fund - Growth - Regular Plan	—	8.61
4.	ICICI Prudential Banking & PSU Debt Fund - Growth	—	89.41
5.	Kotak Dynamic Bond Fund Regular Plan - Growth	—	92.66
6.	Aditya Birla Sunlife Liquid Fund - Growth - Regular Plan	—	132.83
7.	ICICI Prudential Liquid Fund - Growth	40.09	130.25
8.	HDFC Liquid Fund - Regular Plan - Growth	40.06	—
	Total	80.15	470.94
	Aggregate amount of Quoted Investments	80.15	470.94
	Aggregate Market Value of Quoted Investments	80.15	470.94

| | | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|-------------------------------------------|-------|----------------------|---|----------------------|
| | | | | |
| 2.13. TRADE RECEIVABLES | | | | |
| Unsecured, Considered Good | | 19,231.98 | | 19,870.26 |
| Less : Allowance for Expected Credit Loss | | 444.16 | | 268.41 |
| Trade Receivables - Credit Impaired | 29.52 | | — | |
| Less : Allowance for Expected Credit Loss | 29.52 | | — | |
| | | — | | — |
| | | 18,787.82 | | 19,601.85 |
| | | | | |

Trade Receivables have been given as securities for the borrowings availed by the Group. Refer to Note No. 2.26.

Trade Receivables are non interest bearing and generally on credit terms in the range of 30 - 120 days.

The Group's exposure to credit and currency risk and loss allowances related to Trade Receivables are disclosed in Note No. 2.49.

2.14. CASH AND CASH EQUIVALENTS

Balances with Banks
In Cash Credit Account	1,360.92		—
In Current Account	2,448.85	938.60
Cash on hand	10.75	7.93
	3,820.52		946.53
2.15. BANK BALANCES OTHER THAN ABOVE
Earmarked Balances
In Unpaid Dividend Account	63.75		101.53
In Margin Money Account	739.81		628.43
In Escrow Account	180.00		180.00
Others
In Fixed Deposit (with original maturity period of more than 3 months and less than 12 months)	2,670.42		2,391.41
	3,653.98		3,301.37

Notes : -

i. Margin Money with banks is towards issue of Bank Guarantee and Letter of Credit.

ii. Balances in Escrow Account represent One EMI for repayment of term loan availed from Cholamandalam Investment and Finance Company Limited.

2.16. OTHER FINANCIAL ASSETS

Accrued Income
Export Incentives	22.92	10.58
Interest from Banks	14.33	37.58
Receivable from Erstwhile Subsidiary	57.46	—
	94.71	48.16

| | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|---------------------------------------------|----------------------|------------|----------------------|
| | | | |
| 2.17. OTHER CURRENT ASSETS | | | |
| GST Input Credits | 1,447.11 | | 1,527.40 |
| Customs Duty Receivable | 20.19 | | 10.52 |
| Others | | | |
| Advances to Suppliers | 318.25 | | 240.85 |
| Advances for Expenses | 263.98 | | 289.36 |
| Prepayments | 196.48 | | 430.71 |
| Gratuity Fund (Refer to Note No.2.50) | 44.91 | | 158.43 |
| Less : Provision for Doubtful Advances | 16.03 | | 15.57 |
| | 2,274.89 | | 2,641.70 |
| 2.18. NON CURRENT ASSETS HELD FOR SALE | | | |
| (Measured at Fair Value less costs to sell) | | | |
| Land and Building | — | 4,089.27 | |
| Building under construction | — | 1,131.58 | |
| | — | 5,220.85 | |
| Less : Deletion on Disposal | — | 3,442.91 | |
| Add : Provision for Impairment / (Reversal) | —
— | (1,777.94) | — |

The non current assets held for sale were disposed off during the previous year for a sale consideration of 3,510 Lakhs resulting in a loss on disposal of 1,710.85 Lakhs. The impairment loss amounting to 1,777.94 Lakhs, provided for in earlier years, has been reversed. The net amount of 67.09 Lakhs (net off impairment provision reversed) has been disclosed under other income.

2.19. EQUITY SHARE CAPITAL

Authorised
58,20,00,000 Equity Shares of ` 1/- each	5,820.00	5,820.00
(As at 31st March 2020 - 58,20,00,000
Equity Shares of ` 1/- each )
Issued, Subscribed and Paid-up
12,18,81,498 Equity Shares of ` 1/- each	1,218.81	947.97
(As at 31st March 2020 - 9,47,96,721
Equity Shares of ` 1/- each)

Reconciliation of the Shares Outstanding at the beginning and at the end of the reporting year :

	31-3-2021		31-3-2020
Equity Shares	No.of Shares	| No.of Shares |
	( in Lakhs)	Lakhs	(in Lakhs)	Lakhs
At the beginning of the year	947.97	947.97	947.97	947.97
Add : Issued during the year	270.84	270.84	—	—
At the closing of the year	1,218.81	1,218.81	947.97	947.97

31-3-2021 31-3-2020 Lakhs<br> Lakhs

EQUITY SHARE CAPITAL (Contd.,)

a) Terms / rights attached to equity shares :

The company has only one class of equity shares having a par value of ` 1/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amount. The distribution will be in proportion to the number of equity shares held by the shareholders

b) Details of Shareholders holding more than 5% shares in the company :

		31-3-2021		31-3-2020
	No. of Shares	% held	No. of Shares	% held
- Pricol Holdings Limited	1,10,01,762	9.03%	85,56,926	9.03%
- Vijay Mohan	96,15,636	7.89%	91,40,278	9.64%
- Vikram Mohan	76,25,506	6.26%	35,21,175	3.71%
- Viren Mohan	66,58,409	5.46%	66,58,409	7.02%
- PHI Capital Solutions LLP	69,84,428	5.73%	44,99,000	4.75%

c) Details of Shares held by Holding Company :

There are no Shares held by Holding Company / Subsidiaries of ultimate Holding Company as on 31st March 2021.

d) Details of Shares issued for consideration other than Cash :

9,47,96,721 shares of ` 1/- each were allotted for consideration other than cash during the financial year 2016-17 in terms of the Scheme of Amalgamation with Erstwhile Pricol Limited which was sanctioned by the Hon'ble High Court of Judicature at Madras on 6th October 2016.

e) There are no shares allotted by way of Bonus Shares and there have been no shares bought back in the immediately preceding five years.

f) Shares issued during the year :

Pursuant to the authorisation for the further infusion of capital through Rights issue by the Board of Directors of the Company in accordance with the provisions of the Companies Act, 2013 and the applicable Rules prescribed thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Company had issued 2,70,84,777 fully paid-up Equity Shares of face value of 1/- each for cash at a price of 30/- per Equity Share (including a premium of 29/ per Equity Share) aggregating to 8,125.43 lakhs on a rights basis to eligible equity shareholders in the ratio of two Equity Shares for every seven fully paid-up Equity Shares held on the record date, that is 25th November, 2020. These equity shares were allotted on 25th December 2020.

The fresh allotment of equity shares through Rights Issue as stated above has resulted in an increase of equity share capital by 270.84 Lakhs and securities premium by 7,854.59 Lakhs.

The share issue expenses of ` 173.38 Lakhs has been adjusted against securities premium.

| | | | 31-3-2021
Lakhs | | 31-3-2020<br> Lakhs |
|-----|--------------------------------------------------------------------------|----------------------|----------------------|----------------------|----------------------|
| | 2.20. OTHER EQUITY | | | | |
| | Securities Premium | | | | |
| | Opening Balance | 80,961.56 | | 80,961.56 | |
| | Add : Premium on issue of equity shares | 7,681.21 | | — | |
| | (Net off issue expenses - Refer to Note 2.19 (f)) | | | | |
| | | | 88,642.77 | | 80,961.56 |
| | Capital Reserve | | | | |
| | Opening Balance | 827.33 | | 3,048.57 | |
| | Less : Adjustment on account of disposal of
Stepdown subsidiaries | — | | 2,221.24 | |
| | | | 827.33 | | 827.33 |
| | Surplus / (Deficit) in the Statement of Profit & Loss | | | | |
| | Opening Balance | (42,785.31) | | (35,131.12) | |
| | Add : Profit / (Loss) for the year | 4,149.76 | | (9,875.43) | |
| | Add : Adjustment on account of disposal of
Stepdown subsidiaries | — | | 2,221.24 | |
| | | | (38,635.55) | | (42,785.31) |
| | Other Comprehensive Income | | | | |
| i) | Foreign Exchange Translation Reserve
Gain / (Loss)
Opening Balance | (539.93) | | 4.38 | |
| | Add : Addition/Adjustments | | | | |
| | during the year (Net) | 629.96 | | (544.31) | |
| | | | 90.03 | | (539.93) |
| ii) | Remeasurement of post employment
benefit obligations | | | | |
| | Opening Balance | 327.94 | | 109.69 | |
| | Add : Addition / Adjustments during the year | 10.62 | | 218.25 | |
| | | | 338.56 | | 327.94 |
| | | | 51,263.14 | | 38,791.59 |
| | 2.21. BORROWINGS | | | | |
| | | | Non-Current portion | | Current Maturities |
| | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
| | Secured Loans at amortised cost : | | | | |
| | Rupee Term Loan From Banks | | 12,626.01 14,263.00 | 3,322.84 | 4,224.17 |
| | Rupee Term Loan From Others | 6,077.06 | 6,422.55 | 1,318.83 | 1,279.94 |
| | Foreign Currency Term Loan from Banks | 1,416.58 | 3,420.27 | — | 645.74 |
| | Less : Unamortised portion of Finance Charges | 151.64 | 275.46 | 123.82 | 147.77 |
| | | | 19,968.01 23,830.36 | 4,517.85 | 6,002.08 |
| | | | | | |

BORROWINGS (Contd.,)

Description	Frequency / No.of Instalments Due	Maturity	As at 31-3-2021	As at 31-3-2020	Security	Interest Rate/ Effective Interest Rate (EIR)
HDFC Bank Limited	—	—	—	666.67	—	—
Bank of Bahrain and Kuwait B.S.C	—	Preclosed	—	760.00	—	—
Indusind Bank Limited	Quarterly / 1 of 60<br>Lakhs for Jun-2021<br>Quarterly / 14 of180 Lakhs Jul-2021 to Dec-2024 & Final Instalment of ` 303.50 Lakhs for Mar-2025	Mar-25	2,883.50	2,940.00	Note 1	One year MCLR plus 0.70% EIR - 11.46%
The South Indian Bank Limited	Equal Quarterly / 14 of ` 284.25 Lakhs	Nov-24	3,979.53	4,363.00	Note 2	One year MCLR plus 0.80% EIR - 11.29%
Cholamandalam Investment & Finance Company Limited	EMI / 54 of ` 178 Lakhs	Sep-25	7,395.88	7,702.49	Note 3	Floating Interest EIR - 13.80%
ICICI Bank Limited	Half Yearly / 8 of varying instalments	Nov-24	9,000.00	9,500.00	Note 4	One year MCLR plus 3.45% EIR - 11.70%
ICICI Bank Limited		May-21	85.83	257.50	Note 5	MCLR plus 0.30% EIR - 8.55%
	PT Bank SBI Indonesia Full amount at the end of the tenure	Note 6	1,416.58	1,659.95	Note 6	Note 6
Unicredit Bank	Stepdown subsidiary disposed off		—	2,406.06	—	—

The above maturity is based on the total principal outstanding gross of issuance expenses.

• Note 1 : Pari-passu first charge on specific immovable property situated at Plant I, Perianaickenpalayam, Coimbatore.
• Note 2 : Pari-passu first charge on specific immovable property situated at Plant I, Perianaickenpalayam, Coimbatore (Restricted to ` 1,500 Lakhs), exclusive charge on the immovable property situated at Plant X, 650, Benjamin Road, Sri City - 517 646, Andhra Pradesh and exclusive charge by hypothecation of specific plant and machinery.
• Note 3 : a) Exclusive charge on equitable mortgage of specific immovable properties of the Company situated at Billichi Village, Narasimhanaickenpalayam Village Poochiyur, Tea Estate Compound Race Course, Commercial Flats at Avinashi Road and Land & Building at Karamadai all situated in Coimbatore District, Tamilnadu.
• b) Exclusive charge on specific Plant and Machineries installed in various plants of the Company.
• c) Exclusive charge on specific immovable properties of certain promoters and Personal Guarantee of Chairman, Managing Director and his Relative.
  • d) Charge on specific immovable properties and Corporate Guarantee from Pricol Holdings Limited and Pricol Retreats Limited.
• Note 4 : Exclusive Charge by way of Mortgage of immovable properties viz.,
• a) Land measuring 6.68 acres in Perianaickenpalayam, Coimbatore.
• b) Plant II Land and Building located at Plot No. 34 & 35, Sector 4, IMT Manesar, Gurugram.
• c) Plant III Land and Building at 4/558, Mettupalayam Road, Chinnamathampalayam, Billichi Village, Press Colony Post, Coimbatore - 641 019.
• d) Exclusive charge on specific Plant and Machinery installed at Plant III, Chinnamathampalayam Coimbatore and Plant II, IMT Manesar, Gurugram.

BORROWINGS (Contd.,)

• Note 5 : Secured by movable fixed assets situated in Satara, Maharashtra and Corporate Guarantee from Holding Company.
• Note 6 : Demand Loan Facility I Facility of USD 27,00,000 at the interest rate of 8% p.a. The Loan will be due in December 2022.

Demand Loan Facility II - Facility of IDR 9,975,000,000 at the interest rate of SBDK plus 0.5% p.a. The Loan will be due in December 2022.

Demand Loan Facility III - Facility of IDR 9,975,000,000 at the interest rate of SBDK plus 0.5% p.a. The Loan will be due in December 2022.

Term Loan Facility I - Facility of USD 5,20,043.44 at the interest rate of 7.5% p.a. The Loan will be due 42 months after 4th April 2019.

Term Loan Facility II - Facility of IDR 2,83,070,117 at the interest rate of SBDK plus 0.5% p.a. The Loan will be due 40 months after 4th April 2019.

Term Loan Facility III - Facility of IDR 5,320,000,000 at the interest rate of SBDK plus 0.5% p.a. The Loan will be due 43 months after 4th April 2019.

Secured by way of Land and factory building, inventories and corporate guarantee from holding company.

For Current Maturities of Long Term Debt - Refer to Note No. 2.28.

| | | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|------------------------------------------------------------------------------------------------|-------|----------------------|----------------------|
| | | | |
| 2.22. OTHER FINANCIAL LIABILITIES | | | |
| Lease Liabilities (Refer to Note No.2.55) | | 2,503.13 | 2,287.46 |
| Rental Advance Received | | 31.28 | 59.25 |
| Derivative Liability (Net) | | 799.63 | 380.01 |
| Security Deposits from Customers | | 70.09 | 64.98 |
| | | 3,404.13 | 2,791.70 |
| 2.23. PROVISIONS | | | |
| a)
For Employee Benefits : | | | |
| - For Gratuity (Refer to Note No. 2.50) | | 183.48 | 143.24 |
| b)
For Central Excise, Service Tax and Customs Demands | | | |
| (Refer to Note No. 2.51)
c)
For Potential Statutory Liabilities (Refer to Note No. 2.51) | | 215.17
775.18 | 215.17
808.00 |
| | | | |
| | | 1,173.83 | 1,166.41 |
| 2.24. DEFERRED TAX LIABILITIES (NET) | | | |
| Deferred Tax Liability | | | |
| On Fixed Assets | | 7,324.70 | 7,320.62 |
| On Other temporary differences | | 96.26 | 47.73 |
| | A | 7,420.96 | 7,368.35 |
| Deferred Tax Asset | | | |
| On Disallowance under the Income Tax Act | | 1,645.58 | 893.91 |
| On Unused tax losses | | — | 1,209.10 |
| On Other temporary differences | | 39.72 | 75.49 |
| | B | 1,685.30 | 2,178.50 |
| | | | |
| Deferred Tax Liabilities - Net | A - B | 5,735.66 | 5,189.85 |
| (Refer to Note No. 2.53) | | | |
| | | | |
| 2.25. OTHER NON-CURRENT LIABILITIES | | | |
| Deferred Income From Government grants | | — | 12.02 |
| | | — | 12.02 |
| 2.26. BORROWINGS | | | |
| Secured Loans | | | |
| Working Capital Facilities from Banks | | | |
| - In Rupee | | 88.94 | 8,275.57 |
| - In Foreign Currency | | 220.77 | 4,241.12 |
| Unsecured Loans | | | |
| Working Capital Facilities from Banks | | | |
| - In Rupee | | — | 794.22 |
| | | 309.71 | 13,310.91 |

31-3-2021	31-3-2020
Lakhs | Lakhs

BORROWINGS (Contd.,)

Working Capital Facilities from banks are secured by pari-passu first charge on the current assets of the respective companies. The loans are further secured by second pari-passu charge on the specific immovable properties of the respective Companies. The loans are further Guaranteed by the holding company.

Working Capital Facilities from Banks are repayable on demand and carries interest rates varying from 9.75% to 9.95% p.a.

2.27. TRADE PAYABLES

- Total Outstanding Dues of Micro Enterprises and Small Enterprises	574.91	122.80
- Total Outstanding Dues of creditors other than Micro Enterprises and Small Enterprises	27,605.24	31,740.08
	28,180.15	31,862.88

The company's exposure to currency risk related to Trade Payables are disclosed in Note No. 2.49.

2.28. OTHER FINANCIAL LIABILITIES

Current Maturities of Long Term Debt (Refer to Note No. 2.21)	4,517.85	6,002.08
Lease Liabilities (Refer to Note No.2.55)	557.39	246.02
Interest accrued and not due on borrowings	85.87	234.32
Unpaid Dividend	63.75	80.44
Dues to Investor Education and Protection Fund	—	21.09
Employee Benefits Payable	2,171.85	1,810.75
Derivative Liability (Net)	159.93	57.58
Retention Money Payable	133.92	251.66
Payable for Expenses	2,511.37	4,320.10
	10,201.93	13,024.04
2.29. OTHER CURRENT LIABILITIES
Statutory Dues Payable	457.27	523.97
Advance from Customers	979.45	825.56
	1,436.72	1,349.53
2.30. PROVISIONS
For Labour Settlement (Refer to Note No. 2.51)	261.72	261.72
For Warranty Related Claims (Refer to Note No. 2.51)	297.85	406.35
	559.57	668.07
2.31. CURRENT TAX LIABILITIES (NET)
For Taxation	173.19	76.73
	173.19	76.73

| | | 2020-21
Lakhs | | 2019-20<br> Lakhs |
|------------------------------------------------------------------------------------------------------|-------------|--------------------|-------------|--------------------|
| 2.32. REVENUE FROM OPERATIONS | | | | |
| Sale of Products and Services | | | | |
| Domestic | 1,25,291.40 | | 1,07,539.50 | |
| Export | 9,300.74 | | 8,724.18 | |
| Traded Goods | 1,290.09 | | 1,537.25 | |
| Service Income | 11.96 | | 13.83 | |
| | | 1,35,894.19 | | 1,17,814.76 |
| Disaggregation of Revenue :- | | | | |
| 1. Dashboard Instruments | | 69,646.45 | | 61,192.14 |
| 2. Pumps and Mechanical Products | | 43,494.99 | | 31,060.00 |
| 3. Switches and Sensors | | 11,922.31 | | 12,760.00 |
| 4. Others & Service Income | | 10,830.44 | | 12,802.62 |
| | | 1,35,894.19 | | 1,17,814.76 |
| Reconciliation of Revenue recognised in Statement of Profit and Loss Account with contracted price : | | | | |
| Revenue from contract with customers as per contract Price | | 1,36,409.62 | | 1,19,411.70 |
| Less : Trade discounts, Volume Rebates, Refunds etc., | | 515.43 | | 1,596.94 |
| Revenue from contract with customers as per Statement of | | | | |
| Profit and Loss | | 1,35,894.19 | | 1,17,814.76 |
| 2.33. OTHER OPERATING REVENUE | | | | |
| Export Incentives | | 140.29 | | 106.69 |
| Sale of Traded Goods - Others | | 5,276.86 | | 6,021.43 |
| | | 5,417.15 | | 6,128.12 |
| 2.34. OTHER INCOME | | | | |
| Interest Income | | | | |
| From Banks | | 114.55 | | 142.01 |
| From Others | | 15.84 | | 12.89 |
| On Income Tax Refund | | 367.71 | | — |
| Gain on Fair Valuation of Investments at Fair | | | | |
| Value through P&L (Includes realised gain on sale of | | 11.55 | | 27.11 |
| investments ` 61.34 Lakhs (Previous year - Nil) ) | | | | |
| Lease Rental Receipts | | 172.53 | | 209.42 |
| Profit on Sale of Property, Plant and Equipment (Net) | | — | | 52.99 |
| Miscellaneous Income | | 68.64 | | 477.17 |
| Excess Provision no longer required written back | | 33.14 | | 564.87 |
| | | 783.96 | | 1,486.46 |
| 2.35. COST OF MATERIALS CONSUMED | | | | |
| Materials Consumed | | 92,775.99 | | 77,763.39 |
| | | | | |

| | | | 2020-21
Lakhs | | 2019-20<br> Lakhs |
|-------|--------------------------------------------------------------------|------------|--------------------|-----------|--------------------|
| | 2.36. CHANGES IN INVENTORIES OF FINISHED GOODS, | | | | |
| | STOCK-IN-TRADE AND WORK-IN-PROGRESS | | | | |
| | Opening Stock | | | | |
| | Work-in-progress | 2,068.44 | | 1,446.58 | |
| | Finished Goods | 5,026.59 | | 5,062.47 | |
| | Traded Goods | 205.11 | | 277.12 | |
| | | | 7,300.14 | | 6,786.17 |
| Add : | Adjustments / Reclassification of
Inventory from disposal group | | | | |
| | Work-in-progress | (1,109.91) | | 1,125.01 | |
| | Finished Goods | (1,048.03) | | 1,143.63 | |
| | Traded Goods | — | | — | |
| | | | (2,157.94) | | 2,268.64 |
| | Less : Closing Stock | | | | |
| | Work-in-progress | 1,756.93 | | 2,068.44 | |
| | Finished Goods | 4,917.23 | | 5,026.59 | |
| | Traded Goods | 230.29 | | 205.11 | |
| | | | 6,904.45 | | 7,300.14 |
| | | | (1,762.25) | | 1,754.67 |
| | 2.37. EMPLOYEE BENEFITS EXPENSE | | | | |
| | Salaries and Wages | 15,039.89 | | 13,856.33 | |
| | Contribution to Provident and other funds | 728.97 | | 814.59 | |
| | Staff Welfare Expenses | 882.85 | | 1,266.86 | |
| | | | 16,651.71 | | 15,937.78 |
| | 2.38. FINANCE COSTS | | | | |
| | Interest on Borrowings (Net) | 3,871.16 | | 2,835.14 | |
| | Other Borrowing Costs | 28.40 | | 106.50 | |
| | Interest on Lease Obligations (Refer to Note No.2.55) | 259.72 | | 278.34 | |
| | Unwinding of interest on financial instruments carried | | | | |
| | at amortised cost | 147.77 | | 161.73 | |
| | | | 4,307.05 | | 3,381.71 |

Interest expenses is net off interest income on derivatives 487.10 Lakhs (Previous year - 156.65 Lakhs). Other Borrowing Costs represent processing fee in respect of working capital borrowings.

| | | 2020-21
Lakhs | | 2019-20<br> Lakhs |
|-------------------------------------------------------------------------------------------|----------|--------------------|----------|--------------------|
| | | | | |
| 2.39. DEPRECIATION AND AMORTISATION EXPENSE
Depreciation (Refer to Note No. 2.1 & 2.4) | 6,234.00 | | 7,330.96 | |
| Right of Use Asset (Refer to Note No. 2.2) | 442.95 | | 414.80 | |
| Amortisation of Intangibles | | | | |
| (Refer to Note No. 2.5 & 2.6) | 2,742.08 | | 2,839.81 | |
| Less : Depreciation and Amortisation pertaining to | | | | |
| disposal group | — | | 991.94 | |
| | | 9,419.03 | | 9,593.63 |
| 2.40. OTHER EXPENSES | | | | |
| Power & Utilities (Net) | | 1,806.20 | | 1,970.11 |
| Stores & Spares Consumed | | 173.56 | | 160.06 |
| Repairs and Maintenance : | | | | |
| - Machinery | | 727.11 | | 727.56 |
| - Building | | 262.91 | | 120.43 |
| - IT Assets | | 518.69 | | 693.69 |
| - Others | | 160.34 | | 159.41 |
| Postage & Telephone | | 191.38 | | 164.47 |
| Rates, Taxes & Licence | | 107.82 | | 217.44 |
| Insurance | | 323.81 | | 244.44 |
| Travelling & Conveyance | | 134.76 | | 620.21 |
| Freight & Forwarding | | 1,479.76 | | 2,134.91 |
| Warranty Claims | | 603.40 | | 645.59 |
| Selling Expenses
Expected Credit Loss / Advances Written off (Net off Provisions) | | 160.57
216.20 | | 383.44
29.50 |
| Provision for Statutory Liabilities (Net) | | — | | 348.76 |
| Remuneration to Non-Whole Time Directors | | | | |
| (Refer to Note No. 2.45) | | 14.40 | | 13.35 |
| Auditors' Remuneration (Refer to Note No. 2.44) | | 78.42 | | 73.22 |
| Professional Charges | | 1,414.89 | | 3,785.65 |
| Loss on Exchange Fluctuation (Net) | | 140.30 | | 496.82 |
| Loss on Sale of Property, Plant and Equipment (Net) | | 13.02 | | — |
| Provision for Impairment Loss | | 282.90 | | — |
| Assets Discarded / Written Off | | 1,121.96 | | 3.42 |
| Contribution to Political Party | | 25.00 | | — |
| Miscellaneous Expenses | | 376.76 | | 509.97 |
| CSR Expenses | | 53.29 | | 110.80 |
| | | 10,387.45 | | 13,613.25 |

2.41. DISCONTINUED OPERATIONS AND DISPOSAL OF SUBSIDIARIES

1) Description

The Board of Directors at their meetings held on 19th March 2019 and 29th July 2020 approved the disposal of its Wholly Owned Subsidiaries - Pricol Wiping Systems India Limited (PWS India) and Pricol Espana S.L. Spain along with its subsidiary, Pricol Wiping Systems Czech s.r.o, Czech Republic. The same was approved by the Shareholders in their meeting held on 29th August 2019. The disposal as stated above, except the disposal of PWS India, was completed in two tranches, as detailed below :-

Tranche	Name of the Subsidiary / Step down subsidiary	Date of Disposal	Consideration
Tranche - I	Pricol do Brasil Componentes Automotivos LtdA, Brazil & Pricol Wiping Systems Mexico S.A. de C.V, Mexico	11-2-2020	USD 2,000
Tranche - II	Pricol Espana S.L. Spain & Pricol Wiping Systems Czech s.r.o, Czech Republic	21-8-2020	Euro 50,000

Consequent to the disposal as stated above, the assets and liabilities pertaining to these subsidiaries were re-classified as "Assets / Liabilities held for sale" in accordance with recognition and measurement principles laid out in Ind AS 105 (Non Current Assets held for sale and discontinued operations) and disclosed accordingly. The financial performance of these subsidiaries have been excluded from the results of continuing operations and have been presented as a single line item as "Profit/ (Loss) from Discontinued operations" with comparatives being represented / restated.

2) The description of broad category of assets, liabilities, revenue and expenses are given below :

| | | 2020-21
Lakhs | 2019-20<br> Lakhs
(Re-presented) |
|----------------------------------------------------------------------------------|-------------------------------------------------------|--------------------|--------------------------------------|
| a)
Financial Performance | | | |
| Revenue | | 9,339.75 | 47,565.93 |
| Expenses | | | |
| Cost of Materials Consumed | | 5,729.90 | 32,674.80 |
| Purchases of Stock-in-Trade | | — | 269.17 |
| Changes in inventories of Finished Goods,
Stock-in-Trade and Work-in-progress | | 624.86 | (712.74) |
| Employee Benefits Expense | | 1,824.04 | 10,190.88 |
| Finance Costs | | 114.49 | 2,051.04 |
| Depreciation and Amortisation Expense | | 410.91 | 1,937.60 |
| Other Expenses | | 676.87 | 10,337.59 |
| | | 9,381.07 | 56,748.34 |
| Profit / (Loss) before tax | | (41.32) | (9,182.41) |
| Net Gain on Disposal of Subsidiaries*
Tax Expense | | 2,608.17
— | 1,901.00
— |
| | Profit / (Loss) after tax from discontinued operation | 2,566.85 | (7,281.41) |

| | | 2020-21
Lakhs | 2019-20<br> Lakhs
(Re-presented) |
|---|------------------------------------------------------------------------------------------------|--------------------|--------------------------------------|
| | DISCONTINUED OPERATIONS AND DISPOSAL OF SUBSIDIARIES (Contd.,) | | |
| * | Net Gain on disposal of subsidiaries : | | |
| | Consideration received | 37.44 | 1.47 |
| | Excess carrying amount of liabilities over
assets on de-consolidation | 3,627.37 | 1,550.43 |
| | Add : Reclassification of exchange differences (Gains)
from OCI on disposal of subsidiaries | (1,056.64) | 349.10 |
| | Net Gain on disposal after income tax | 2,608.17 | 1,901.00 |
| | | | |

b) The carrying amount of assets and liabilities as at the date of disposal were as follows:- Refer Note No.1 (vi) on significant accounting policy for de-consolidation procedures on loss of control.

| | 31-3-2021
Lakhs | 31-3-2020<br> Lakhs |
|------------------------------------------------------------------------------------------|----------------------|--------------------------------------|
| Property, Plant and Equipment | 2,448.48 | 9,862.25 |
| Trade Receivables | 3,340.71 | 2,396.95 |
| Inventory | 5,670.15 | 2,149.13 |
| Other Assets | 1,015.66 | 2,038.14 |
| Total Assets | 12,475.00 | 16,446.47 |
| Borrowings | 8,123.23 | 2,523.59 |
| Trade Payables | 7,629.11 | 2,765.70 |
| Other Payables | 350.03 | 12,707.61 |
| Total Liabilities | 16,102.37 | 17,996.90 |
| Net Assets / (Liabilities) | (3,627.37) | (1,550.43) |
| 2.42. EARNINGS PER SHARE | 2020-21
Lakhs | 2019-20<br> Lakhs
(Re-presented) |
| Profit / (Loss) After Tax from Continuing Operations | 1,582.91 | (2,594.02) |
| Profit / (Loss) After Tax from Discontinued Operations | 2,566.85 | (7,281.41) |
| Profit / (Loss) After Tax for the year | 4,149.76 | (9,875.43) |
| Weighted Average No. of Shares Outstanding : | | |
| - Basic & Diluted (Nos. in Lakhs) (Re-stated) | 1,089.73 | 1,043.00 |
| Face Value per Equity Share ( in ) | 1.00 | 1.00 | | Basic & Diluted Earnings per share from Continuing<br>Operations (in) | 1.45 | (2.49) |
| Basic & Diluted Earnings per share from Discontinued
Operations (in ) | 2.36 | (6.98) | | Basic & Diluted Earnings per share from Continuing and<br>Discontinued Operations (in) | 3.81 | (9.47) |

The Earnings per share (Basic and Diluted) for the previous year has been restated for the bonus element in respect of the rights issue in accordance with Ind AS 33.

2.43. AMALGAMATION OF ERSTWHILE PRICOL LIMITED WITH THE COMPANY :

The Hon'ble High Court of Judicature at Madras vide its order dated 6th October, 2016 has sanctioned the Scheme of Amalgamation of erstwhile Pricol Limited ('Transferor Company') with erstwhile Pricol Pune Limited ('Transferee Company') with the appointed date as 1st April, 2015. Pursuant to the Scheme of Amalgamation, the Transferee Company was renamed as "Pricol Limited" vide fresh Certificate of Incorporation granted by Ministry of Corporate Affairs on 18th November, 2016.

The Amalgamation was accounted in financial year 2016-17 under the "Purchase Method" as per the then prevailing Accounting Standard 14 – "Accounting for Amalgamation", as per the Scheme of Amalgamation approved by the High Court of Judicature at Madras, which is different from the accounting treatment prescribed under Ind AS 103 - "Business Combinations". The intangible assets, including Goodwill represented by Customer relationship and Assembled work force, are being amortised over its estimated useful life of 15 years from the appointed date.

2.44. PAYMENTS TO STATUTORY AUDITORS (EXCLUSIVE OF GST) : *

	2020-21	2019-20
	Lakhs | Lakhs
For Audit	46.25	42.50
For Taxation Matters	20.25	16.05
For Certification and Others	10.04	12.36
Reimbursement of Expenses	1.88	2.31
Total	78.42	73.22

* Remuneration to auditors during the year includes ` 15.08 Lakhs towards Rights Issue related services included in share issue expenses and adjusted against premium on issue of shares.

2.45. Provision and payment of Commission to Non-whole time directors amounting to ` 7.20 Lakhs is subject to the approval of the shareholders in the ensuing Annual General Meeting.

			31-3-2021	31-3-2020
			Lakhs | Lakhs
		2.46. CONTINGENT LIABILITIES AND COMMITMENTS
		CONTINGENT LIABILITIES
I.		In respect of Holding Company
	a)	On account of Pending Litigations
		Sales Tax Matters (excluding Interest if any)	—	—
		Excise, Service Tax and Customs Matters	1,281.44	1,281.44
		(excluding Interest if any)
		(Of which ` 87.76 Lakhs has been paid under protest)	1,281.44	1,281.44

b) Labour related Matters

As at 31st March, 2021, the company has various labour related cases pending before various legal forums, amounting to 2,733 Lakhs (Previous year - 1,608 Lakhs.)

c) Others

Letter of Credit	1,557.55	930.50
Guarantees	238.66	279.63
Other Claims not acknowledged as debt	295.64	—
	2,091.85	1,210.13

The company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required or disclosed as contingent liability where applicable, in its financial statements. The amount of provisions / contingent liabilities is based on management estimates and no significant liability is expected to arise out of the same.

II. COMMITMENTS

Estimated Value of contracts remaining to be executed on Capital account

- in respect of Holding Company and its subsidiary -	180.05	388.23
Pricol Wiping Systems India Limited

2.47. Segment Reporting

The Group primarily operates in the automotive segment. The automotive segment includes manfacture and trading of automotive components. The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM), evaluates the Group's performance, allocate resources based on the analysis of the various performance indicator of the Group as a single unit. Therefore, there is no reportable segment for the Group as per the requirement of Ind AS 108 'Operating Segments'.

Information about geographical revenue and non-current assets:

• 1. Revenue from Operations: Based on location of Customers
• 1. Non-current assets other than financial instruments, deferred tax assets, post-employment benefit assets, and rights arising under insurance contracts: Based on Location of the Assets
• a) Revenue from Operations including other operating revenue

			` Lakhs
		2020-21	2019-20 (Re-presented)
	Continuing operations
	Within India	1,31,662.21	1,14,420.62
	Outside India	9,649.13	9,522.26
		1,41,311.34	1,23,942.88
	Discontinued operations
	Within India	—	—
	Outside India	9,339.75	47,431.13
		9,339.75	47,431.13
		31-3-2021 Lakhs | 31-3-2020<br> Lakhs
b)	Non-Current Assets		(Not Re-stated)
	Continuing operations
	Within India	68,136.14	77,585.21
	Outside India	1,526.56	4,003.48
		69,662.70	81,588.69
	Discontinued operations
	Within India	—	—
	Outside India	—	—
		—	—

NTS(Contd.,)
ME
STATE
CIAL
N
NA
FI
D
DATE
OLI
NS
O
C
TO
OTES
N

2.48. FAIR VALUE MEASUREMENTS

i. Financial Instruments by category

The Carrying Value of financial instruments by categories as at 31 March 2021 are as follows:

						` Lakhs
Particulars	Note No.	FVTPL	FVTOCI	Cost / Amortised Cost	Total Carrying value	Total Fair value
Financial assets
Investments	2.12	80.15	—	—	80.15	80.15
Trade receivables	2.13	—	—	18,787.82	18,787.82	18,787.82
Cash and cash equivalents	2.14	—	—	3,820.52	3,820.52	3,820.52
Other bank balances	2.15	—	—	3,653.98	3,653.98	3,653.98
Other Financial assets	2.8 & 2.16	—	—	899.14	899.14	899.14
Financial Liabilities
Borrowings	2.21, 2.26 & 2.28	—	—	24,795.57	24,795.57	24,795.57
Trade payables	2.27	—	—	28,180.15	28,180.15	28,180.15
excluding Current Maturities of Long Other financial liabilities
Term Debt	2.22 & 2.28	959.56	—	8,128.65	9,088.21	9,088.21

The carrying value of financial instruments by categories as at 31 March 2020 are as follows:

`Lakhs

Total Fair value		470.94	19,601.85	946.53	3,301.37	827.40		43,143.35	31,862.88		9,813.66
Total Carrying value		470.94	19,601.85	946.53	3,301.37	827.40		43,143.35	31,862.88		9,813.66
Cost / Amortised Cost		—	19,601.85	946.53	3,301.37	827.40		43,143.35	31,862.88		9,376.07
FVTOCI		—	—	—	—	—		—	—		—
FVTPL		470.94	—	—	—	—		—	—		437.59
Note No.		2.12	2.13	2.14	2.15	2.8 & 2.16		2.21, 2.26 & 2.28	2.27		2.22 & 2.28
Particulars	Financial assets	Investments	Trade receivables	Cash and cash equivalents	Other bank balances	Other Financial assets	Financial Liabilities	Borrowings	Trade payables	excluding Current Maturities of Other financial liabilities	Long Term Debt

FAIR VALUE MEASUREMENTS (Contd.,)

ii. The management assessed that the fair value of cash and cash equivalents, trade receivables, loans, other financial assets, trade payables and other financial liabilities approximate the carrying amount largely due to short-term maturity of these instruments. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

iii. Fair values hierarchy

Financial assets and financial liabilities are measured at fair value in the financial statement and are grouped into three levels of a fair value hierarchy.

The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
• Level 3: Unobservable inputs for the asset or liability.

Given below are the fair values based on their hierarchy

	Carrying Amount		As at 31-3-2021		Carrying Amount		As at 31-3-2020
Particulars	as on 31-3-2021		Level 1 Level 2	Level 3	as on 31-3-2020	Level 1	Level 2	Level 3
Financial Assets measured at Fair value through Profit and Loss
Investments in Mutual Funds	80.15	80.15	—	—	470.94	470.94	—	—
Financial Assets not measured at Fair value*
Trade receivables	18,787.82	—	—	—	19,601.85	—	—	—
Cash and cash equivalents	3,820.52	—	—	—	946.53	—	—	—
Other bank balances	3,653.98	—	—	—	3,301.37	—	—	—
Other Financial assets	899.14	—	—	—	827.40	—	—	—
Financial Liabilities not measured at fair value*
Borrowings
- Current	4,827.56	—	—	—	19,312.99	—	—	—
- Non-Current	19,968.01	—	—	—	23,830.36	—	—	—
Trade payables	28,180.15	—	—	—	31,862.88	—	—	—
Other financial liabilities excluding Current Maturities of Long Term Debt	9,088.21		959.56	—	9,813.66		— 437.59
		—						—

* The Group has not disclosed the fair values for short term / current financial instruments (such as short term trade receivables, short term trade payables, Current Loans and Short term borrowings etc), because their carrying amounts are a reasonable approximation of Fair value.

iv. Measurement of fair values :

The basis of measurement in respect of each class of financial assets and financial liabilities are disclosed in point no.1 (xv) of significant accounting policies.

2.49. FINANCIAL RISK MANAGEMENT

The Group's activities expose it to market risk, liquidity risk and credit risk. The Group's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

Risk	Exposure arising from	Measurement
Credit risk	Cash and cash equivalents, trade receivables and financial assets.	Ageing analysis, Credit ratings
Liquidity risk	Borrowings and other liabilities.	Rolling cash flow forecasts
Market risk – Interest rate risk	Long-term borrowings at variable rates.	Cash flow forecasting, Sensitivity analysis
Market risk – Financial Currency Risk	Adverse movements in the exchange rate between the Rupee and any relevant foreign currency.	Internal Foreign Curreny Exposure and risk management policy

a. Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration risks. The Group has adopted a policy of only dealing with creditworthy counter parties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Credit risk management

Credit risk rating

The Group assesses and manages credit risk of financial assets based on following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A: Low credit risk B: Moderate credit risk C: High credit risk

Assets Group	Description of category	Provision for expected credit loss*
Low credit risk	Assets where the counter-party has strong capacity to meet the obligations and where the risk of default is negligible or nil	12 month expected credit loss / life time expected credit loss
Moderate credit risk	Assets where the probability of default is considered moderate, counter-party where the capacity to meet the obligations is not strong	12 month expected credit loss / life time expected credit loss
High credit risk	Assets where there is a high probability of default.	12 month expected credit loss / life time expected credit loss/fully provided for

* Life time expected credit loss (if required) is provided for trade receivables and for those financial assets where the credit risk has increased significantly, since the initial recognition.

Based on business environment in which the Group operates, a default on a financial asset is considered when the counterparty fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or litigation decided against the Group. The Group continues to engage with parties whose balances are written off and attempts to enforce repayment. Any subsequent recoveries made are recognised in statement of profit and loss.

FINANCIAL RISK MANAGEMENT (Contd.,)

Classification of Financial assets among risk categories: ` Lakhs

Credit rating	Particulars	31-3-2021	31-3-2020
Low credit risk	Cash and cash equivalents, other bank balances, current investments, trade receivables and other financial assets	27,241.61	25,148.09
Moderate credit risk	Nil	—	—
High credit risk	Nil	—	—

b. Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Group maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Group's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Group takes into account the liquidity of the market in which the entity operates. In addition, the Group's liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

Maturities of financial liabilities:

					` Lakhs
31-3-2021	On Demand	Less than 1 year	1-5 years	More than 5 years	Total
Borrowings	309.71	4,517.85	19,968.01	—	24,795.57
Trade payables	—	28,180.15	—	—	28,180.15
Other financial liabilities excluding Current Maturities of Long Term Debt	—	5,785.45	2,904.52	398.24	9,088.21
Total	309.71	38,483.45	22,872.53	398.24	62,063.93

					` Lakhs
31-3-2020	On Demand	Less than 1 year	1-5 years	More than 5 years	Total
Borrowings	13,310.91	6,002.08	23,830.36	—	43,143.35
Trade payables	—	31,862.88	—	—	31,862.88
Other financial liabilities excluding Current Maturities
of Long Term Debt	—	7,146.19	1,906.14	761.33	9,813.66
Total	13,310.91	45,011.15	25,736.50	761.33	84,819.89

` Lakhs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Contd.,)

FINANCIAL RISK MANAGEMENT (Contd.,)

c. Interest rate risk

The Group's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, 'Financial Instruments - Disclosures', since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates. However, the Group's variable rate borrowings are subject to interest rate risk.

Below is the overall exposure of the borrowings:

Interest rate risk exposure		` Lakhs
Particulars	31-3-2021	31-3-2020
Fixed rate borrowing	—	—
Variable rate borrowing	24,795.57	43,143.35
Total	24,795.57	43,143.35

Sensitivity

The following table demonstrates the sensitivity to a reasonably possible change (100 basis points) in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Group's profit before tax is affected through the impact on variable rate borrowings, as follows:

Interest sensitivity

Particulars	2020-21	2019-20
Interest rates – Increase / Decrease by 100 basis points	261.36	326.75

d. Financial Currency Risk

The Group's functional currency is Indian Rupees (INR). The Group undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects the Group's revenue from export markets and the costs of imports.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency results in increase in the Group's overall debt position in Rupee terms without the Group having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in the Group's receivables in foreign currency. In order to hedge exchange rate risk, the Group has a policy to hedge cash flows (either using natural hedge or an artificial hedge) upto a specific tenure using forward exchange contracts and hedges based on their Internal Foreign Currency Exposure and risk management policy as approved by the management and in accordance with the applicable regulations where the Group operates.

FINANCIAL RISK MANAGEMENT (Contd.,)

The carrying amounts of the Group's monetary assets and monetary liabilities at the end of the reporting year are as follows:

As at 31st March 2021 ` Lakhs

Particulars	Euro	GBP	USD	CHF	JPY	INR	SGD	OTHER CURRENCIES
Financial Assets	972.70	134.28	2,577.76	102.34	563.35	—	—	1.71
Financial Liabilities	1,134.65	—	7,935.88	158.67	1,446.34	—	—	1.37

As at 31st March 2020

Particulars	Euro	GBP	USD	CHF	JPY	INR	SGD	OTHER CURRENCIES
Financial Assets	14,600.73	63.71	2,487.27	79.82	495.02		— 30.12	0.65
Financial Liabilities	4,354.50	0.89	9,239.89	140.69	939.09	292.89	—	1.57

The following table details the Group's sensitivity to a 1% increase and decrease in the INR against the relevant foreign currencies net of hedge accounting impact. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 1% change in foreign currency rates, with all other variables held constant. A positive number below indicates an increase in profit or equity where INR strengthens 1% against the relevant currency. For a 1% weakening of INR against the relevant currency, there would be a comparable impact on profit or equity, and the balances below would be negative.

Impact on Profit / (loss) for the year for a 1% change:

		` Lakhs
Particulars		2020-21 2019-20
Increase / Decrease by 1%	63.25	27.88

2.50. EMPLOYEE BENEFITS

In respect of Holding Company and its Indian Subsidiary - Pricol Wiping Systems India Limited :

Defined contribution plan

The Company's contribution to provident fund and superannuation fund are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

` Lakhs

Particulars	2020-21	2019-20
Employer's Contribution to Provident Fund	514.83	537.57
Employer's Contribution to Superannuation Fund	20.06	8.81

Particulars	2020-21	2019-20
Defined contribution plan contribution towards Key Managerial Personnel	11.81	19.07

Defined Benefit Plan

The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of Gratuity Act, 1972. The Company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:

` Lakhs

			Gratuity (Funded)
	Particulars	2020-21	2019-20
(i)	Reconciliation of opening and closing balances of Defined Benefit Obligation
	Defined Benefit Obligation at beginning of the year	2,991.53	3,038.66
	Current Service Cost	213.94	221.20
	Interest Cost	192.36	214.92
	Remeasurements
	Effect of changes in demographic assumptions	—	(0.15)
	Effect of changes in financial assumptions	4.62	(312.17)
	Effect of experience adjustments	(20.76)	0.56
	Benefits Paid	(358.56)	(324.76)
	Transfer of obligation due to Transfer of Employees from Group Entities	—	153.27
	Defined Benefit Obligation at year end	3,023.13	2,991.53
	- Non-Current	2,892.44	2,875.63
	- Current	130.69	115.90

` Lakhs (ii) Reconciliation of opening and closing balances of fair value of Plan Assets Fair value of Plan Assets at beginning of year 2,996.69 3,029.33 Interest Income 207.42 225.14 Remeasurements: Return on plan assets (excluding interest income) (0.35) (15.43) Transfer of obligation due to Transfer of Employees from Group Entities 170.97 — Employer Contribution 51.87 82.41 Benefits Paid (358.56) (324.76) Fair value of Plan Assets at year end 3,068.04 2,996.69 (iii) Reconciliation of fair value of Assets and Obligations Fair value of Plan Assets 3,068.04 2,996.69 Present value of Obligation 3,023.13 2,991.53 Amount recognised in Balance Sheet (Surplus/(Deficit)) 44.91 5.16 - Non-Current — — - Current 44.91 5.16 (iv) Expenses recognised during the year In Income Statement Current Service Cost 213.94 221.20 Interest Cost 192.36 214.92 Return on Plan Assets (207.42) (225.14) Net (Income) / Expense For the period Recognised in Statement of Profit and Loss 198.88 210.98 In Other Comprehensive Income Remeasurement of net defined benefit liability Effect of changes in demographic assumptions — (0.15) Effect of changes in financial assumptions 4.63 (312.17) Effect of experience adjustments (20.75) 0.56 (Return) on plan assets (excluding interest income) 0.34 15.43 Changes in asset ceiling (excluding interest income) — — Net (Income) / Expense for the year recognised in OCI (15.78) (296.33) EMPLOYEE BENEFITS (Contd.,) Gratuity (Funded) Particulars 2020-21 2019-20

EMPLOYEE BENEFITS (Contd.,)

(v) Actuarial assumptions

		Gratuity (Funded)
Particulars	2020-21	2019-20
Discount Rate (per annum)	6.82 - 6.86%	6.84%
Rate of escalation in Salary (per annum)	Uniform 8%	Uniform 5% - 8%
Attrition Rate	Uniform 4%	Uniform 4%
Retirement Age	58	58
Pre-retirement mortality	Indian Assured Lives Mortality (2012-14) Ultimate	Indian Assured Lives Mortality (2012-14) Ultimate
Disability	Nil	Nil

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

(vi) The expected future contribution and estimated future benefit payments from the fund are as follows:

	Particulars
a)	Expected contribution to the fund during the year ending March 31, 2022	134.19
b)	Estimated benefit payments from the fund for the year ending March 31:
	Year 1	245.99
	Year 2	270.83
	Year 3	235.79
	Year 4	267.78
	Year 5	263.20
	Beyond 5 years	1,094.18
	Total	2,377.77

EMPLOYEE BENEFITS (Contd.,)

(vii) Sensitivity Analysis

Significant Actuarial Assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and employee turnover. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occurring at end of the reporting period , while holding all other assumptions constant. The result of Sensitivity analysis is given below:

		` Lakhs
Particulars	31-3-2021	31-3-2020
Discount rate +100 basis points	(175.91)	(201.33)
Discount rate -100 basis points	298.91	283.15
Salary Increase Rate +1%	278.58	262.84
Salary Increase Rate -1%	(162.58)	(188.17)
Attrition Rate +1%	17.94	(3.35)
Attrition Rate -1%	78.65	57.64

(viii ) These plans typically expose the Group to actuarial risks such as: investment risk, interest risk, longevity risk and salary risk.

Name of the Risk and its Description

	Investment risk - The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
Interest risk	- A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan debt investments.
Longevity risk	- The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary risk	- The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

Disclosure relating to KMPs:		` Lakhs
	Gratuity (Funded)
Particulars	2020-21	2019-20
Expense towards defined benefit plan for Key Management Personnel	44.58	36.55

EMPLOYEE BENEFITS (Contd.,)

In respect of Subsidiary :

PT Pricol Surya, Indonesia		` Lakhs
Particulars	2020-21	2019-20
Funded Status :
Present Value of Net Obligation	183.48	143.24
Movement in the liability recognised in the statement of profit and Loss :
Obligation at beginning period	143.24	168.54
Beginning period adjustment due to Business Combination transaction	—	—
Expense recognised during the year	32.20	10.78
Actual benefit payment	(3.08)	(0.88)
Amount recognised in Other Comprehensive Income ('OCI')	(2.45)	(26.34)
On account of translation differences	13.57	(8.86)
	183.48	143.24
Details of Post Employment benefit expenses recognised in the Statement of comprehensive income :
Current Service Cost	22.01	24.30
Interest Cost	12.11	11.12
Past Service Cost and (Gain) or Loss on Settlements	(1.92)	(24.64)
	32.20	10.78
Actuarial Assumptions :
Discount Rate	7.50%	8.50%
Annual Salary increase Rate	8.00%	8.00%
Retirement age (year)	56	56
Disability Rate	10.00%	10.00%
Sensitivity Analysis		` Lakhs
Particulars	31-3-2021	31-3-2020
Discount rate +100 basis points	131.98	120.48
Discount rate -100 basis points	158.35	144.55
Salary Increase Rate +1%	158.20	144.42
Salary Increase Rate -1%	131.89	120.40

2.51. PROVISIONS AS ON THE CLOSING DATE : ` Lakhs

		Non-Current Provisions		Current Provisions
Particulars	Excise, Service Tax & Customs Demands	Potential Statutory Liabilities	Total	Labour Settlement	Warranty related claims	Total	Total Provisions
Balance as on 1-4-2019	598.89	549.33	1,148.22	261.72	171.95	433.67	1,581.89
Add : Addition	90.10	359.71	449.81	—	2,096.42	2,096.42	2,546.23
Less : Utilised / Reversed	473.82	101.04	574.86	—	1,862.02	1,862.02	2,436.88
Balance as on 31-3-2020	215.17	808.00	1,023.17	261.72	406.35	668.07	1,691.24
Add : Addition	—	—	—	—	603.40	603.40	603.40
Less : Utilised / Reversed	—	32.82	32.82	—	711.90	711.90	744.72
Balance as on 31-3-2021	215.17	775.18	990.35	261.72	297.85	559.57	1,549.92

2.52. (a) Income Tax Assessments are completed upto Assessment year 2017-18.

The company has filed revised returns / made additional claims in respect of certain deductions and exemptions. These claims have been rejected by the Assessing Officer against which the company has preferred an appeal before various appellate authorities. Certain claims allowed in appeal has been challenged by the Income Tax Department.

During the year, the company had reviewed the pending tax litigations and opted for the settlement scheme under the "Vivad se Vishwas Scheme" (VsVs) for some of the years under which the taxes were under dispute. Necessary forms were filed and settlement orders / certificate received in respect of these years. Consequent to the above, the excess provision (net) made in respect of those years were reversed and recognised as income during the year and disclosed under Taxation-earlier years in the statement of profit and loss.

In respect of the other years, in which the company has not opted for the VsVs, the management is of the view that the provision for taxation available in the books is adequate and no significant liability is expected to arise out of the litigation.

(b) The Management has evaluated the MAT Credit Entitlement recognised in the books of accounts. Based on the availability and sunset clause in respect of certain deductions available under the Income Tax Act, the Management is of the view that the carrying value of MAT Credit will be utilised in subsequent years.

2.53. NOTES ON TAXATION:

a. Income tax expense for the year reconciled to the accounting profit:
Particulars	31-3-2021	31-3-2020 (Re-presented)
Profit / (Loss) before Tax	7,416.37	(10,231.59)
Enacted tax rate in India	34.944%	34.944%
Expected Income tax expense	2,591.58	(3,575.32)
Tax Effect on adjustment to reconcile expected income tax expense to reported income tax expense :
- Effect of concessions (Research and Development and other allowance)	(35.35)	(289.06)
- Effect of provisions / expenses not deductible in determining profits	2,561.83	530.58
- Effect of Gain / (Loss) on discontinuance	(896.96)	2,544.42
- Current year losses for which no deferred tax asset was recognised	97.62	206.84
- Others	(408.45)	253.19
Tax Expense for the year	3,910.27	(329.35)

NOTES ON TAXATION (Contd.,)

b. Income tax recognised in other comprehensive income

		` Lakhs
Particulars	31-3-2021	31-3-2020
Deferred tax
Remeasurement of defined benefit obligation - (Expense) / Income	(7.61)	(104.42)
Total income tax recognised in OCI	(7.61)	(104.42)

c. Statement of Changes in Deferred tax assets / Liabilities (Refer to Note No. 2.9 and 2.24) As on 31-3-2021

				` Lakhs
Particulars	As at 1-4-2020	Recognised in Profit and Loss	Recognised in OCI	As at 31-3-2021
Deferred Tax Liability
On Fixed Assets and others	7,395.06	53.68	—	7,448.74
Others	—	7.16	—	—
	7,395.06	60.84	—	7,448.74
Deferred Tax Asset
On Disallowance under the Income Tax Act	952.04	858.76	(7.61)	1,803.19
On Unused tax losses	1,209.10	(1,209.10)	—	—
On other temporary differences	75.49	(35.77)	—	39.72
	2,236.63	(386.11)	(7.61)	1,842.91
Total	5,158.43	446.95	7.61	5,605.83

As on 31-3-2020				` Lakhs
Particulars	As at 1-4-2019	Recognised in Profit and Loss	Recognised in OCI	As at 31-3-2020
Deferred Tax Liability
On Fixed Assets and others	6,977.17	417.89	—	7,395.06
Others	—	(1.97)	—	—
	6,977.17	415.92	—	7,395.06
Deferred Tax Asset
On Disallowance under the Income Tax Act	1,351.78	(295.32)	(104.42)	952.04
On Unused tax losses	139.30	1,069.80	—	1,209.10
On other temporary differences	50.40	25.09	—	75.49
	1,541.48	799.57	(104.42)	2,236.63
Total	5,435.69	(383.65)	104.42	5,158.43

NOTES ON TAXATION (Contd.)

		` Lakhs
Particulars	As at 31-3-2021	As at 31-3-2020
Tax Losses Tax Losses carried forward (including Capital Losses)	49,738.45	9,954.43
Tax Losses for which no deferred tax asset were recognised (including Capital Losses)	49,738.45	6,971.94

Significant Management Judgements are involved in determining provision for tax, deferred tax and recoverability of deferred tax asset. The recoverability of Deferred Tax Asset is based on estimates of taxable income in future and the management is fairly confident that there will be sufficient future profits to utilise the deferred tax asset.

The figures for tax losses disclosed above are based on Income Tax returns filed / provisional computation of tax for the financial year 2020-21 and are subject to change based on Income Tax assessments and appeals. (Refer to Note No. 2.52)

2.54. CAPITAL MANAGEMENT

For the purpose of the Group's capital management, capital includes issued equity capital and all other equity reserves. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Group monitors capital using a gearing ratio, which is net debt divided by total equity. The Group includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

Particulars		31-3-2021	31-3-2020
Borrowings (long-term and short-term, including current maturities of long term borrowings)		24,795.57	43,143.35
Less: Cash and cash equivalents		3,820.52	946.53
Less: Other Bank Balances - Excluding Balances in Unpaid Dividend account (Balances with maturity more than 3 months)		3,590.23	3,199.84
Less: Margin Money against Borrowings	172.71	172.71
Net Debt	(A)	17,212.11	38,824.27
Equity Share Capital		1,218.81	947.97
Other Equity		51,263.14	38,791.59
Total Equity	(B)	52,481.95	39,739.56
Net Debt to Equity Ratio	(A) / (B) X 100	32.80%	97.70%

In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2021 and March 31, 2020.

` Lakhs

2.55. LEASES

DISCLOSURE AS REQUIRED UNDER IND AS 116 :

Movement of Lease Liability		` Lakhs
Particulars	As at 31-3-2021	As at 31-3-2020
Opening Balance	2,533.48	1.09
Additions during the year	807.98	2,731.16
Repayments during the year	280.94	198.77
Closing Balance	3,060.52	2,533.48
Current	557.39	246.02
Non-Current	2,503.13	2,287.46
Maturity Analysis
Within one year	557.39	246.02
1 - 5 years	2,104.89	1,526.13
Morethan five years	398.24	761.33

The broad range of effective Interest rate for the Lease Liabilities is 10% to 10.50%

The following are the amounts recognised in the Statement of Profit and Loss :
--------------------------------------------------------------------------------	--

Particulars	2020-21	2019-20 Re-presented
Depreciation expense of Right of Use Assets	442.95	414.80
Interest Expense on Lease Liabilities	259.72	278.34
Expense relating to Short Term Lease Liabilities	46.99	189.49
Expense relating to Lease of Low Value Assets	21.32	27.42
Income from Right of Use	4.90	2.49

` Lakhs

2.56. INTEREST IN OTHER ENTITIES

The subsidiaries considered in the consolidated financial statements are set out below:

		Country of		Percentage of Ownership		Method of
S. No	Name of the entity	Incorporation	As at 31-3-2021	As at 31-3-2020	Nature of Relationship	Con solidation	Principal activities
1	PT Pricol Surya Indonesia	Indonesia	100%	100%	Subsidiary	Line by Line
2	Pricol Asia Pte. Limited	Singapore	100%	100%	Subsidiary	Line by Line
3	Pricol Espana S.L. #	Spain	—	100%	Sudsidiary (upto 21-Aug-2020)	Line by Line
4	Pricol Wiping Systems India Limited	India	100%	100%	Subsidiary	Line by Line	Manufact ure and sale of
5	Pricol do Brasil Componentes Automotivos LtdA #	Brazil	—	—	Subsidiary of Pricol Espana S.L. (upto 11-Feb-2020)	Line by Line	Automobile Accessories and Trading of Automobile
6	Pricol Wiping Systems Mexico S.A. de C.V., #	Mexico	—	—	Subsidiary of Pricol Espana S.L. (upto 11-Feb-2020)	Line by Line	Spares etc.,
7	PT Sripri Wiring Systems	Indonesia	100%	100%	Subsidiary of PT Pricol Surya Indonesia	Line by Line
8	Pricol Wiping Systems Czech s.r.o. #	Czech Republic	—	100%	Sudsidiary of Pricol Espana S.L.(upto 21-Aug-2020)	Line by Line

Refer Note No. 2.41.

2.57. ADDITIONAL INFORMATION PURSUANT TO SCHEDULE III TO THE COMPANIES ACT, 2013 OF ENTITIES CONSOLIDATED AS SUBSIDIARIES

	For the Financial year 2020-21
			Net Assets	Share in Profit / (Loss)		Comprehensive Income (OCI) Share in Other		comprehensive Income (TCI) Share in total
S. No	Name of the entity	As a % of consolidated Net Assets	Amount Lakhs | As a % of<br>consolidated<br>Profit / (Loss) | Amount<br> Lakhs	As a % of consolidated OCI	Amount Lakhs | As a % of<br>consolidated<br>TCI | Amount<br> Lakhs
	Parent
1	Pricol Limited	99.75	52,351.78	35.19	1,460.21	22.15	13.17	35.00	1,473.38
	Subsidiaries - Indian
1	Wiping Systems India Limited Pricol	3.03	1,591.42	(6.88)	(285.38)	(7.52)	(4.47)	(6.89)	(289.85)
	Subsidiaries - Foreign
1	PT Pricol Surya Indonesia	3.61	1,896.87	(12.96)	(537.92)	3.24	1.92	(12.73)	(536.00)
2	Pricol Asia Pte. Limited	6.43	3,374.04	19.31	801.20	—	—	19.03	801.20
3	Pricol Espana S.L.	—	—	(0.99)	(41.08)	—	—	(0.98)	(41.08)
	Stepdown Subsidiaries - Foreign
1	Wiring Systems PT Sripri	(1.39)	(736.07)	1.73	72.07	—	—	1.73	72.07
2	Pricol do Brasil Componentes Automotivos LtdA	—	—	—	—	—	—	—	—
3	Wiping Systems Mexico S.A. de C.V., Pricol	—	—	—	—	—	—	—	—
4	Wiping Systems Czech s.r.o. Pricol	—	—	(3.97)	(164.94)	—	—	(3.92)	(164.94)
	Elimination / Adjustments Total before intercompany	111.43	58,478.04	31.43	1,304.16	17.87	10.62	31.24	1,314.78
	Intercompany Elimination / Adjustments	(11.43)	(5,996.09)	68.57	2,845.60	82.13	48.82	68.76	2,894.42

198

TOTAL

100.00 52,481.95 100.00 4,149.76 100.00 59.44 100.00 4,209.20

ADDITIONAL INFORMATION PURSUANT TO SCHEDULE III TO THE COMPANIES ACT, 2013 OF ENTITIES CONSOLIDATED AS SUBSIDIARIES (Contd.,) For the Financial year 2019-20

			Net Assets		Share in Profit / (Loss)	Comprehensive Income (OCI) Share in Other		comprehensive Income (TCI) Share in total
S. No	Name of the entity	As a % of Net Assets consolidated	Amount Lakhs | As a % of<br>consolidated<br>Profit / (Loss) | Amount<br> Lakhs	As a % of consolidated OCI	Amount Lakhs | As a % of<br>consolidated<br>TCI | Amount<br> Lakhs
	Parent
1	Pricol Limited	108.02	42,926.35	215.56	(21,287.97)	38.58	191.97	224.96	(21,096.00)
	Subsidiaries - Indian
1	Wiping Systems India Limited Pricol	1.53	606.27	3.28	(323.72)	0.25	1.24	3.44	(322.48)
	Subsidiaries - Foreign
1	PT Pricol Surya Indonesia	5.64	2,243.20	2.58	(254.40)	5.03	25.04	2.45	(229.36)
2	Pricol Espana S.L.	(14.92)	(5,927.18)	343.34	(33,906.28)	—	—	361.56	(33,906.28)
3	Pricol Asia Pte. Limited	6.66	2,648.59	(4.04)	398.65	—	—	(4.25)	398.65
	Stepdown Subsidiaries - Foreign
1	Wiring Systems PT Sripri	(1.85)	(740.38)	(0.18)	17.82	—	—	(0.21)	17.82
2	Pricol do Brasil Componentes Automotivos LtdA	—	—	69.39	(6,852.96)	—	—	73.08	(6,852.96)
3	Wiping Systems Mexico S.A. de C.V., Pricol	—	—	10.94	(1,079.97)	—	—	11.52	(1,079.97)
4	Wiping Systems Czech s.r.o. Pricol	2.37	942.89	9.91	(978.23)	—	—	10.43	(978.23)
	Elimination / Adjustments Total before intercompany	107.45	42,699.74	650.78	(64,267.06)	43.86	218.25	682.98	(64,048.81)
	Intercompany Elimination / Adjustments	(7.45)	(2,960.18)	(550.78)	54,391.63	56.14	279.37	(582.98)	54,671.00
	TOTAL	100.00	39,739.56	100.00	(9,875.43)	100.00	497.62	100.00	(9,377.81)

2.58. MATERIAL UNCERTAINTY RELATING TO GOING CONCERN :

The Component Auditors have, without qualifying / modifying their opinion, have drawn attention in their respective audit reports in relation to Going concern which is reproduced below:

a. PRICOL WIPING SYSTEMS INDIA LIMITED

The Company has incurred a net loss (including OCI) of 289.85 Lakhs during the year ended 31st March 2021. As on that date, the company's current liabilities exceeds its current assets by 125.56 Lakhs. The parent company has assured the company of continued financial support. Consequently, these financials have been prepared on the principles applicable to a going concern entity.

b. PT SRIPRI WIRING SYSTEMS INDONESIA

The financial statements show an equity deficiency amounting to IDR 1,45,756.86 Lakhs, the company's management has responded that the shareholder has committed to support and maintain the company, by setting strategic plans for its going concern and undertaken measures to overcome such condition. They believe that the company would continue its normal operation.

The Board at its meeting dated 26th May 2021 approved the draft scheme of amalgamation of the subsidiary company with Pricol Limited considering the synergies in operations.

In relation to other stepdown subsidiary, the holding company is evaluating various options and alternatives for revival of business.

• 2.59. The company's operation were adversely impacted by the outbreak of Covid-19 pandemic during the first half of the financial year 2020-21. The situation is continuously evolving, the impact assessed may be different from the estimates made as at the date of approval of these financial statements and management will continue to monitor any material changes arising due to the impact of this pandemic on financial and operational performance of the company and take necessary measures to address the situation.
• 2.60. Previous year's figures are reclassified wherever necessary to conform to the current year's classification.
• 2.61. The other matters are as stated in standalone financial statements.
• 2.62. All figures are in Lakhs unless otherwise stated.

2.63. EVENTS OCCURINGS AFTER THE BALANCE SHEET DATE :

No adjusting or significant non-adjusting events have occurred between 31st March 2021 and the date of authorisation of these consolidated financial statements.

2.64 RELATED PARTY DISCLOSURE AS PER INDIAN ACCOUNTING STANDARD 24

• i) Related parties and nature of relationship with whom transaction have taken place :
• (a) Key management personnel : Mrs.Vanitha Mohan (Chairman Executive Director) Mr.Vikram Mohan - (Managing Director - Executive Director) Mr.R. Vidhya Shankar - (Independent Director) Mr.Suresh Jagannathan - (Independent Director) upto 10th February 2021 Mrs. Sriya Chari - (Independent Director) Mr. K. Ilango - (Independent Director) Mr. P. Shanmugasundaram - (Independent Director) Dr. S.K. Sundararaman - (Independent Director) Mr. Navin Paul - (Independent Director) from 22nd October 2020 Mr. V. Balaji Chinnappan - (Chief Operating Officer)
• (b) Entities in which the Key Managerial Personnel of the company and their relatives are able to exercise control / significant influence :

(i)	Partnership firms	:	Bhavani Global Enterprises, Libra Industries
	(ii) Private Limited Companies :		Pricol Gourmet Private Limited, Pricol Travel Private Limited,
			Pricol Logistics Private Limited,
			Pricol Automotive Industries Private Limited,
			Infusion Hospitality Private Limited,
			Shrimay Enterprises Private Limited,
			Sagittarius Investments Private Limited
			VM International Pte. Limited.
	(iii) Public Limited Companies	:	Pricol Holdings Limited, PPL Enterprises Limited,
			Pricol Properties Limited, Pricol Engineering Industries Limited,
			Pricol Corporate Services Limited,
			Target Manpower Services Limited,
			Pricol Retreats Limited, Prinfra Limited
	(iv) Trusts	:	N D Foundation, Siruthuli
	(c) Relatives of Key
	Management Personnel	:	Mr. Vijay Mohan, Mr. Viren Mohan,
			Mrs. Lakshmi Mohan, Ms. Madhura Mohan,
			Ms. Manasa Mohan

` Lakhs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Contd.,)

RELATED PARTY DISCLOSURE AS PER INDIAN ACCOUNTING STANDARD 24(Contd.,)

ii) Related party transactions:

Nature of Transaction	Key Management Personnel and their Relatives			Others
	2020-21	2019-20	2020-21	2019-20
Purchase / Labour Charges	—	—	2,001.26	2,009.03
Purchase of Fixed Assets	—	—	14.79	862.47
Sale of Fixed Assets	—	—	5.04	1.01
Sales / Job Work Charges	—	—	112.79	219.41
Receiving of Services / Remuneration to Directors / Reimbursement of Expenses Paid	422.71	373.11	4,596.63	6,887.13
Rendering of Services / Reimbursement of Expenses Received	—	—	277.37	353.31
Donation / CSR Expenses	—	—	15.00	—
Right Shares allotted (including securities premium)	2,006.56	—	964.11	—
Loans and Advances :
Loans and advances given	—	—	(10.08)	—
Loans and advances repaid	—	—	30.75	—

iii) Amount outstanding as at the balance sheet date :

31-3-2021 31-3-2020 31-3-2021 31-3-2020 Trade Receivables and Other Receivables — — 113.01 294.74 Trade Payables and Other Payables 175.43 64.11 1,120.11 1,206.09 Nature of Transaction Key Management Personnel and their Relatives Others ` Lakhs

• iv) During the previous year, 248 employees have been transferred from Pricol Corporate Services Limited to Pricol Limited, where in the entitlements like salary, other benefits and terms and conditions of the employment of the transferred remains the same.
• v) During the previous year, the company has taken a loan from Cholamandalam Investment and Finance Company Limited, for which the following securities were given by related parties and relatives of KMP.
• a. Specific immovable properties of certain promoters and promoter's companies.
• b. Personal Guarantee of Chairman, Managing Director and his Relative.
• c. Corporate Guarantee from Pricol Holdings Limited and Pricol Retreats Limited.

As per our report of even date attached For VKS Aiyer & Co. Chartered Accountants ICAI Firm Regn. No. : 000066S Kaushik Sidartha Partner Membership No. : 217964 Coimbatore 26th May 2021

For and on behalf of the Board

Vanitha Mohan Chairman (DIN : 00002168)

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

Vikram Mohan Managing Director (DIN : 00089968)

T. G. Thamizhanban Company Secretary (FCS No. : 7897) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part - "A" - Subsidiaries

Information in respect of each subsidiary

						` Lakhs
Particulars	PT Pricol Surya Indonesia	PT Sripri Wiring Systems (Subsidiary of Indonesia PT Pricol Surya Indonesia)	Pricol Asia Pte Limited, Singapore	*Pricol Espana S.L. Spain	Wiping Systems Czech s.r.o, Czech Republic (Subsidiary of Pricol Espana) *Pricol	Wiping Systems India Limited Pricol
Reporting Period	Apr - Mar	Apr - Mar	Apr - Mar	Apr - Mar	Apr - Mar	Apr - Mar
Reporting Currency	Indonesian Rupiah (IDR)	Indonesian Rupiah (IDR)	US Dollar (USD)	Euro	Czech Koruna (CZK)	Indian Rupee (INR)
Exchange Rate for 1 reporting currency as on 31st March 2021 (INR)	0.00505	0.00505	73.50470	87.165	3.344	N.A.
Share Capital	4,513.12	356.44	183.76	—	—	2,125.00
Reserves and Surplus	(2,616.25)	(1,092.51)	3,196.42	—	—	(533.58)
Total Assets	4,551.40	185.04	10,348.91	—	—	2,717.26
Total Liabilities	4,551.40	185.04	10,348.91	—	—	2,717.26
Investments	5.59	—	—	—	—	—
Turnover	1,382.90	113.55	36,671.53	—	9,344.84	1,759.75
Profit / (Loss) before Tax	(626.91)	71.71	968.99	(41.08)	(165.03)	(289.85)
Provision for Taxation	(90.89)	(0.36)	167.07	—	—	—
Profit / (Loss) after Tax	(536.02)	72.07	801.92	(41.08)	(165.03)	(289.85)
Proposed Dividend	—	—	—	—	—	—
% of Shareholding	100%	100%	100%	100%	100%	100%

* The said subsidiaries were sold on 21st August 2020. Refer to Note No. 2.41.

Part - "B" - Associates and Joint Ventures

Not Applicable

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Contd.,)

Vikram Mohan Managing Director (DIN : 00089968)

Vanitha Mohan Chairman (DIN : 00002168)

For and on behalf of the Board

T. G. Thamizhanban Company Secretary (FCS No. : 7897)

P. Krishnamoorthy Chief Financial Officer (ACA No. : 28799)

PRICOL LIMITED

109, Race Course, Coimbatore - 641 018, India. Ph: +91 422 4336000 E-mail: cs@pricol.com Website: www.pricol.com CIN: L34200TZ2011PLC022194

PRICOL LIMITED (CIN:L34200TZ2011PLC022194)

109,Race Course, Coimbatore - 641 018, India. Phone:+914224336000, Website:www.pricol.com, E-mail:cs@pricol.com

NOTICE OF 10th ANNUAL GENERAL MEETING

NOTICE is here by given that the Tenth Annual General Meeting of the Shareholders of the Company will be held on Thursday, 19th August 2021 at 03.00 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS

1. ADOPTION OF FINANCIAL STATEMENTS AND REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS :

To consider, adopt and if thought t, to pass with or without modication, the following resolution as an "Ordinary Resolution":

"RESOLVED that the Audited Financial Statements (Standalone & Consolidated) of the Company for the nancial year ended 31st March 2021, together with the Directors' Report and the Auditors' Report there on as circulated to the members, be and are hereby, approved and adopted."

2. R E - A P P O I N T M E N T O F M R . V. B A L A J I CHINNAPPAN, AS DIRECTOR :

To consider and if thought t, to pass with or without modication, the following resolution as an "Ordinary Resolution":

"RESOLVED that pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013, Mr. V. Balaji Chinnappan (DIN: 08014402), Director, who retires by rotation at this meeting and being eligible, offers himself for reappointment, be and is here by re-appointed as a director of the Company."

SPECIAL BUSINESS

3. RE-APPOINTMENT & REMUNERATION TO MRS.VANITHA MOHAN, CHAIRMAN :

To consider and if thought t, to pass with or without modication, the following resolution as a "Special Resolution":

"RESOLVED that pursuant to the provisions of Sections 196,197 and 198 read with Schedule V and all other applicable provisions, if any of the Companies Act,2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modication(s) or re-enactment thereof, for the time being in force, the consent of the Company be and is hereby accorded to the re-appointment of Mrs. Vanitha Mohan (DIN:00002168), as Chairman of the Company, for a further period of three years commencing from 1st April 2021 to 31st March 2024 on the following terms and remuneration:

REMUNERATION :

• I. Salary : 4,75,000 per month in the scale of 4,75,000 - 47,500 - 5,70,000
• II. Commission : 1.50 % of the Net Prot computed in accordance with Sections 197 and 198 of the Companies Act, 2013.
• III. Perquisites

Category 'A'

• 1. Housing: Unfurnished accommodation will be provided by the Company. In its absence, 60% of the salary will be paid as House Rent Allowance.
• 1. Other perquisites:

The following perquisites shall be allowed subject to a maximum of 50 % of salary:

• a) Leave (as per rules of the Company ).
• b) Leave Travel Concession for self and her family.
• c) Reimbursement of medical expenses incurred for self and her family.
• d) Reimbursement of expenditure incurred on gas, electricity, water, furnishings and appliances.
• e) Reimbursement of club expenses for self and her family.
• f) Health and personal accident insurance cover for self and her family.

In any year, if the perquisites specied in Part III, Sub Clause (2) above, are not availed in full, the unutilized portion of the limit shall be either carried over till the end of the term or encashed at the end of every year.

Category 'B'

• 1. Company's contribution to Provident Fund, Superannuation Fund or Annuity Fund will not be included in the computation of the ceiling on perquisites to the extent these singly or put together are not taxable under the Income-Tax Act.
• 1. Gratuity payable shall not exceed 15 days salary for each completed year of service.

For the purpose of Gratuity, Provident Fund, Superannuation and other benets, if any, the service of Mrs. Vanitha Mohan, Chairman will be considered as continuous service with the Company from the date of her joining with the erstwhile Pricol Limited, which got amalgamated with this company.

Category 'C'

1. Conveyance facilities:

The Company shall provide a suitable vehicle for both business and personal use. Fuel costs, repairs, maintenance and running expenses including driver's salary, shall be borne / reimbursed by the Company.

2. Telephone, internet connectivity and other communication facilities:

The Company shall provide a mobile phone and shall also provide telephone, internet connectivity and other communication facilities at her residence. All the expenses incurred therefore shall be paid or reimbursed by the Company, as per the rules of the Company.

Expenses incurred for travelling, boarding and lodging of Mrs.Vanitha Mohan during business trips and provision of car(s) for use on Company's business and communication expenses shall be reimbursed at actuals and not considered as perquisites.

The aggregate of salary, allowances, perquisites etc., in any one nancial year shall not exceed the limits prescribed under Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or any modications or re-enactment for the time being in force.

"RESOLVED FURTHER that in the event of no prot or inadequacy of prot, the remuneration payable to Mrs.Vanitha Mohan, shall not exceed the limit specied in Section II of Part II Schedule V of the Companies Act, 2013, as modied from time to time or such other limits as may be notied by the Government from time to time as minimum remuneration."

"RESOLVED FURTHER that the Board of Directors or any committee thereof, be and are hereby authorized to alter or vary the designation, component and elements of remuneration payable to Mrs. Vanitha Mohan, within the over all limits under the Act and to do all such acts, deeds, things and execute all such documents, instruments and forms as may be required and to give effect to this resolution."

"RESOLVED FURTHER that any one of the Directors or Key Managerial Personnel of the Company be and are hereby authorised to do all necessary acts, deeds and things, which maybe usual, expedient or proper to give effect to the above resolution."

"RESOLVED FURTHER that the terms of remuneration as set out in this resolution may be regarded as an abstract of the terms of contract and memorandum of interest for the purpose of Sec. 190 of the Companies Act, 2013 and Chief Financial Ofcer / Company Secretary be and is hereby authorized to comply with the necessary formalities in this regard."

4. APPOINTMENT OF MR. NAVIN PAUL, AS AN INDEPENDENT DIRECTOR:

To consider and, if thought t, to pass, with or without modication(s), the following Resolution as an "Ordinary Resolution":

"RESOLVED that pursuant to the provisions of Sections149,152,160 and any other applicable provisions of the Companies Act, 2013 ("Act") and the Rules made there under read with Schedule IV to the Act, (including any statutory modication(s) or re-enactment there of for the time being in force), the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) as amended and as per the recommendations of the Nomination and Remuneration Committee, Mr. Navin Paul (DIN:00424944), who was appointed as an Additional Director (Independent) of the Company by the Board of Directors at its meeting held on 22nd October 2020 and whose term of ofce expires at this Annual General Meeting ('AGM') and in respect of whom the Company has received a Notice in writing from a Member proposing his candidature for the ofce of Director under section 160 of the Act and who has submitted a declaration that he meets the criteria for independence as provided in Section149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR, be and is hereby appointed as an "Independent Director" of the Company to hold ofce for a term of 5 (ve) consecutive years commencing from 22nd October 2020 to 21st October 2025 and is not liable to retire by rotation."

5. PAYMENT OF COMMISSION TO DIRECTORS:

To consider and if thought fit, to pass with or without modification, the following resolution as an "Ordinary Resolution":

"RESOLVED that pursuant to the provisions of Section 197, 198 and any other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, approval of the Company be and is hereby given for payment of commission to the Non-Executive Directors, including Independent Directors, of the Company for a period of 5 years from the nancial year ended 31st March 2021 to nancial year ended 31st March 2025, in such a manner as the Board of Directors and / or Committee thereof may from time to time determine within the overall maximum limit of 1% (one percent) of the net prots of the Company for that nancial year computed in accordance with the provisions of Section 198 of the Act or such other percentage as may be specied by the Act from time to time in this regard, subject to a maximum of ` 100 lakhs."

"RESOLVED FURTHER that the above remuneration shall be in addition to fees payable to the Director(s) for attending the meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board of Directors and reimbursement of expenses for participation in the Board and other meetings."

6. RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITOR:

To consider and if thought fit, to pass with or without modification, the following resolution as an "Ordinary Resolution":

"RESOLVED that the remuneration of ` 2,75,000 in addition to reimbursement of travel and out-of pocket expense, payable to Mr.G.Sivagurunathan, Cost Accountant (ICWAI Membership No: 23127), who was appointed as Cost Auditor of the Company to conduct an Audit of the Cost Accounts for the year 2021-22 as recommended by the Audit Committee and approved by the Board of Directors of the Company, in terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, be and is hereby ratified."

	By order of the Board
	T.G.Thamizhanban
Coimbatore	Company Secretary
26th May, 2021	FCS No.: 7897

NOTES:

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated 5th May 2020 read with circulars dated 8th April 2020,13th April 2020 and 13th January 2021 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12th May 2020 and 15th January 2021, Notice of the AGM along with the Annual Report 2021 and instructions for evoting & attending AGM through VC / OAVM are being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Annual Report 2021, AGM notice etc., will also be available on the Company's website (www.pricol.com), websites of the Stock Exchanges, BSE Limited (www.bseindia.com), National Stock Exchange of India Limited (www.nseindia.com) and on the website of NSDL (www.evoting.nsdl.com).
• 1. For receiving all communication (including Annual Report) from the Company electronically:
• a) Members holding shares in physical mode and who have not registered / updated their email address with the Company are requested to register / update the same by writing to the Company "investor@pricol.com" / RTA "srirams@integratedindia.in" with details of folio number and attaching a self-attested copy of PAN card.

• b) Members holding shares in dematerialised mode are requested to register/update their email addresses with the relevant Depositor y Participant.

• Members who wish to register themselves as speaker shareholder (to speak at the AGM) are requested to write to the Company, from their registered email address mentioning their name, DPID & Client ID / Folio No, PAN, Mobile No., on or before 12th August 2021 to "cs@pricol.com".

Those members who have registered themselves as a speaker shareholder will only be allowed to express their views / ask questions during AGM. The company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• 1. Members who require any clarification on accounts or operation of the company are requested to write, from their registered e-mail ID mentioning their name, DPID & Client ID / Folio No, PAN, Mobile No., on or before 12th August 2021 to "cs@pricol.com". The queries will be answered suitably.
• 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Since this AGM is being held through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 ("the Act").
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address (enclose copy of Aadhar card), email address, telephone / mobile numbers, Permanent Account Number (PAN) (enclose copy of PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code (enclose cancelled cheque leaf) etc., to their Depository Participant in case the shares are held by them in electronic form and email to investor@pricol.com / srirams@integratedindia.in, in case the shares are held by them in physical form.
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be

transferred only in dematerialized form with effect from, 1st April 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

1. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the "Investor Education and Protection Fund" ("IEPF"). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated time line.

The details of unclaimed dividends & shares as on 31st March 2021are uploaded on the website of the Company and can be accessed through the link https://www.pricol.com/investor-relations.aspx For claiming the amount, email to "cs@pricol.com".

The Members, whose unclaimed dividends / shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form, available on www.iepf.gov.in.

• 1. A statement of material facts pursuant to Section 102 of the Companies Act, 2013 in respect of Special Business if any, set out in the notice and the relevant details pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed hereto.
• 1. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment / reappointment at this AGM, forms part of this notice.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit these details to their DP in case the shares are held by them in electronic form, and to the Company's Registrars and Transfer Agents

(RTA), Integrated Registry Management Services Private Limited, in case the shares are held in physical form.

• 1. The members who hold shares on the cut-off date of Thursday, 12th August 2021 are eligible to exercise their right to vote through remote e-voting or voting during Annual General Meeting. A person who is not a member (not holding shares of the Company) as on the aforesaid cut-off date should treat this note for information purposes only.
• 1. For the purpose of Secretarial Standard, Registered ofce of the company will be treated as AGM venue.
• 1. Since the AGM will be held through VC / OAVM, the Route Map, is not annexed in this Notice.

17. VOTING THROUGH ELECTRONIC MEANS

• a) In compliance with provisions of Section 108 of the Act, read with the corresponding rules, and Regulation 44 of the SEBI LODR, the Company is pleased to provide facility to its members to exercise their votes, electronic voting ('e-voting') facility provided by National Securities Depository Limited (NSDL).
• b) Remote e-voting period commences on Sunday, 15th August 2021 (9:00 a.m. IST) and ends on Wednesday, 18th August 2021 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, 12th August 2021 i.e."cut-off date", may cast their vote electronically. The evoting module shall be disabled by NSDL for voting thereafter.
• c) Members who have cast their vote by remote evoting prior to the AGM may also attend / participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
• d) Members, who present in the AGM through VC / OAVM facility and have not cast 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 during AGM.
• e) The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.
• f) Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the

cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing User ID and password for casting the vote.

• g) Mr. P.Eswaramoorthy, of M/s. P. Eswaramoorthy & Co, Company Secretaries, has been appointed as the Scrutiniser to scrutinise the voting by electronic means, through VC / OAVM, in a fair and transparent manner.
• h) The scrutinizer shall, immediately after the conclusion of voting at AGM, unblock the votes cast through remote e-voting and during AGM, in the presence of at least two witnesses not in the employment of the company and make, not later than 48 hours of conclusion of the meeting, a consolidated scrutiniser's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.
• i) The Chairman or a person authorised by him in writing shall declare the result of the voting forthwith. The results declared along with the scrutiniser's report shall be placed on the Company's website www.pricol.com immediately after the result is declared and shall be simultaneously communicated to the Stock Exchanges.

j) PROCESS AND MANNER FOR REMOTE E- VOTING / VOTING AT AGM

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC / OAVM.

2. 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC / OAVM and participate there at and cast their votes through e-voting.
3. 1. 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 for 1,000 members on rst come rst 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 rst come rst served basis.
4. 1. The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
5. 1. 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 Obl igations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs 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 National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
6. 1. 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.pricol.com. The Notice can also be accessed from the websites of the Stock Exchanges, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
7. 1. 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 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER :

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In term of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

I. I N D IVI D U A L S H A R E H O L D E R S H O L D I N G SECURITIES IN DEMAT MODE WITH NSDL :

1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web b r o w s e r b y t y p i n g t h e f o l l o w i n g U R L : 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 "Benecial 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 options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. 1. If the user is not registered for IDeAS e-Services, o p t i o n t o r e g i s t e r i s a v a i l a b l e a t https://eservices.nsdl.com. Select "Register Online f o r I D e A S " P o r t a l o r c l i c k a t https://eservices.nsdl.com/SecureWeb/IdeasDire ctReg.jsp
3. 1. Visit the e-Voting website of NSDL. Open web browser b y t y p i n g t h e f o l l o w i n g U R L : 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 held with NSDL), Password / OTP and a Verication 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 options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

II. I N D IVI D U A L S H A R E H O L D E R S H O L D I N G SECURITIES IN DEMAT MODE WITH CDSL :

• 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login t o E a s i / E a s i e s t a r e https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
• 1. After successful login of Easi / Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
• 1. If the user is not registered for Easi / Easiest, option t o r e g i s t e r i s a v a i l a b l e a t https://web.cdslindia.com/myeasi/Registration/E asiRegistration
• 1. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home 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 provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

III. I N D IVI D U A L SHA R EHO L D E R S (HO L D I N G SECURITIES IN DEMAT MODE) LOGIN THROUGH THEIR DEPOSITORY PARTICIPANTS :

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

LOGIN TYPE	HELP DESK DETAILS
Individual Shareholders holding securities in d ema t mo d e wit h NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in d ema t mo d e wit h CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request a t h e l p d e s k . e v o t i n g @cdslindia.com or contact at 022- 23058738 or 022- 23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode :

How to Log-in to NSDL e-Voting website?

• 1. 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verication Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

last 8 digits of client ID for CDSL account or folio

a)	For Members who hold shares in demat account	8 Character DP ID followed by 8 Digit Client ID
	with NSDL.	For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in demat account	16 Digit Beneciary ID
	with CDSL.	F o r e x a m p l e i f y o u r B e n e c i a r y I D i s 12** then your user ID i s 12**
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
		For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
	5. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the rst time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve	number for shares held in physical form. The .pdf le contains your 'User ID' and your 'initial password'.
		(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
		6. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.		a) Click on "Forgot User Details / Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
	c) How to retrieve your 'initial password'?	b) Physical User Reset Password?" (If you are holding
	(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf le. Open the .pdf le. The password to open the .pdf le is your 8 digit client ID for NSDL account,	shares in physical mode) option available on www.evoting.nsdl.com.
		c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number / folio number, your PAN, your name and your

registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting System of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC / OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify / modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Conrm" when prompted.
• 1. Upon conrmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the conrmation page.
• 1. Once you conrm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS :

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to e-mail to eswarfcs@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care

to keep your password condential. Login to the evoting website will be disabled upon ve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 224 430 or send a request to Ms.Saritha Mote at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certicate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to srirams@integratedindia.in
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneciary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to srirams@integratedindia.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER :

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members / shareholders, who will be 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 in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER :

• 1. Member will be provided with a facility to attend the AGM through VC / OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC / OAVM link" placed under "Join General meeting" a menu against company name. You are requested to click on VC / OAVM link placed under Join General Meeting menu. The link for VC / OAVM will be available in Shareholder / Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. 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.

DETAILS OF DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT :

RE-APPOINTMENT OF MR.V.BALAJI CHINNAPPAN (Item No:2)

Mr.V.Balaji Chinnappan (DIN: 08014402), was appointed as Director of the Company with effect from 15th June 2019. Mr.V.Balaji Chinnappan, 56 years of age, the Chief Operating Ofcer of the Company, holds a Bachelors Degree in Production Engineering and Master of Business Administration (Strategy & HR). He is having 34 years of overall experience and shall be responsible for overall manufacturing operations of the Company. The remuneration for the year 2020-21 is ` 54.14 Lakhs. He does not hold any shares of the Company.

For the details of Mrs.Vanitha Mohan and Mr.Navin Paul, please refer to the statement of in respect of the Special Business set out at Item No 3 & 4 of the Notice of Annual General Meeting pursuant to Section 102 of the Companies Act, 2013. The Board recommends the resolutions set out at Item No. 2, 3 and 4 of the Notice for your approval.

STATEMENT OF MATERIAL FACTS CONCERNING ITEMS OF SPECIAL BUSINESS

(Annexed to notice pursuant to Section 102 of the Companies Act, 2013)

RE-APPOINTMENT OF MRS.VANITHA MOHAN (Item No:3)

Mrs.Vanitha Mohan, 68 years of age, Chairman of the Company, is a Commerce Graduate with a Post Graduate Diploma in Business Management from the University of Strathclyde, Glasgow, UK. She is having 35 years of experience and heads the Internal Audit functions and Corporate Social Responsibility activities of the Company. She was appointed on the Board of Directors of the Company on 1st November 2016. During the year 2020 - 21, she attended 7 (Seven) Board meetings of the Company. The remuneration in the form of salary, perquisites and commission for the year 2020 - 21 is `131.10 Lakhs. Salary, perquisites and commission are paid in-accordance with the Shareholders' approval. Considering the Covid-19 pandemic situation, for the rst half year of 2020-21, in line with the decision of Board, Mrs.Vanitha Mohan & Mr.Vikram Mohan has not received salary & related perquisites.

She is also a Director in Sagittarius Investments Private Limited and Shrimay Enterprises Private Limited. She is a member of the Audit Committee and Stakeholders Relationship Committee and Chairman of CSR Committee & Investment and Borrowing Committee of the Company. She holds 57,31,468 shares in the Company.

She is the Managing Trustee of SIRUTHULI, an NGO formed to address the environmental issues of Coimbatore with focus on water management and enhancement of green cover of the city. She is also a Trustee of ND Foundation. She is the Vice Chairman of Kongu Global Forum, an organisation set up for the development of 7 districts forming part of Kongu region of Tamilnadu. She is a Past President of the 91 year old Indian Chamber of Commerce & Industry, Coimbatore.

Subject to the approval of the shareholders, the Board of Directors, at their meeting held on 10th February 2021 have re-appointed her as Chairman for a period of three years with effect from 1st April 2021 to 31st March 2024. Her appointment is liable to retire by rotation.

Mrs. Vanitha Mohan and Mr. Vikram Mohan are related to each other. Mr. Vikram Mohan is the elder son of Mrs. Vanitha Mohan.

Except Mrs. Vanitha Mohan, being an appointee and her relatives, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution.

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013 and Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Board considers that her educational qualification, experience & exposure in the Company, Industry and social activities would be of immense benefits to the Company and it is desirable to avail services of Mrs.Vanitha Mohan, as Chairman. Further the salary component has been increased only by 10 % from the last year, which is in line with general Industrial practice.

The Board recommends the resolution set out at Item No.3 of the Notice for your approval.

APPOINTMENT OF MR.NAVIN PAUL (Item No:4)

Mr.Navin Paul (DIN: 00424944) was appointed as an Additional Director (Independent) of the Company with effect from 22nd October 2020 by the Board of Directors on the recommendation of Nomination and Remuneration Committee based on the educational qualication, skills, experience & exposure in Industry / Business and fulllment of criteria for Independent Director. In terms of Section 161 (1) of the Companies Act, 2013, Mr.Navin Paul holds ofce upto the date of this Annual General Meeting but is eligible for the appointment as a Director. The Company has received a Notice from a Member in writing under Section 160 of the Act, proposing his candidature for the ofce of Independent Director.

Mr.Navin Paul, 63 years of age, holds a Bachelor Degree in Science (Mechanical Engineering with Hons) and MBA (Marketing), with over 40 years of experience in the eld of Trend Monitoring, Technology Roadmaps, Business Enabler, Customer Portfolio Management, Customer Binding and Bonding Strategies. He is an Executive Committee Member of Automotive Component Manufacturers Association of India (ACMA) and serves as a Co-chair of the Government Regulations and Policy Advocacy Sub Pillar. He is Business Mentor to SMIL – Eberspaecher JV for Exhaust Gas Treatment (EGT) Systems. He is nominated as an Automobile Industry Expert by ICICI Securities Limited.

He is also an Independent Director in IP Rings Limited, Amalgamations Repco Limited and Brakes India (P) Limited. He is a member of Audit Committee of Amalgamations Repco Limited. He does not hold any shares of Pricol Limited. He does have any beneciary shareholding.

His appointment is not liable to retire by rotation. Sitting fee and commission will be paid broadly on the basis of attendance to the Board and Committee meetings.

The Company has received from Mr.Navin Paul :

• (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualication of Directors) Rules 2014,
• (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualication of Directors) Rules, 2014, to the effect that he is not disqualied under sub-section (2) of Section 164 of the Companies Act, 2013, and
• (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• (iv) Independent Director Data Bank registration certicate (Independent Director Registration Id: IDDB-DI-202002-010079, Validity – Life time)

In the opinion of the Board of Directors, Mr.Navin Paul fulls the conditions specied in the Companies Act, 2013 and the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Director of the Company and is independent of the Management.

A copy of the draft letter for the appointment of Mr.Navin Paul, as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company's registered ofce during normal business hours on working days up to the date of this AGM.

Except Mr.Navin Paul, being an appointee and his relatives, none of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested, nancially or otherwise, in the resolution. He is not related to any Director of the Company.

The Board considers that his educational qualication, skills, experience & exposure in Industry / Business would be of immense benet to the Company and it is desirable to avail services of Mr.Navin Paul as an Independent Director. The Board recommends the resolution set out at Item No. 4 of the Notice for your approval.

This Explanatory Statement may also be read and treated as a disclosure under Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

PAYMENT OF COMMISSION TO DIRECTORS (Item No.5)

With the enhanced Corporate Governance requirements under the Companies Act 2013 and the SEBI Listing Regulations coupled with the size, subsidiary Company(s), complexity and global operations of the Company, the role and responsibilities of the Board, particularly Independent Directors has become more onerous, requiring greater time commitments, attention and a higher level of oversight.

In view of the above, the Nomination and Remuneration Committee at its meeting held on 6th May 2021 and the Board of Directors at their respective meetings held on 26th May 2021 recommended the payment of commission not exceeding 1% of the net prots (as per Section 198 of the Companies Act, 2013) of the Company for Financial Year 2020-21 and onwards, in terms of Section 197 of the Act, computed in accordance with the provisions of Section 198 of the Act or such other percentage as may be specied from time to time. Regulation 17(6) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 authorises the Board of Directors to recommend all fees and compensation, if any, paid to Non-Executive Directors, including Independent Directors and the same would require approval of members in general meeting. The above commission shall be in addition to fees payable to the Director(s) for attending meetings of the Board / Committees or for any other purpose whatsoever as may be decided by the Board and reimbursement of expenses for participation in the Board and other meetings.

Presently, Board plans to pay the Commission to Non-Executive Directors based on the attendance to meetings of the directors, as follows:

Board & Audit Committee Meeting: ` 20,000/- per meeting per director.

Other Meetings : ` 5,000/- per meeting per director.

The Commission on net prots payable to Non Executive Director is within the overall limit of 1% of net prot or such other percentage of net prot of the Company in any nancial year as specied under Companies Act 2013 from time to time and computed in the manner provided under Section 198 of the Companies Act, 2013 subject to a maximum of `100 Lakhs. The said maximum limit is enabling in nature to accommodate future revisions.

None of the Directors, Key Managerial Personnel or their respective relatives, are concerned or interested in the Resolution mentioned at Item No. 5 of the Notice, except the Independent Directors, to the extent of the commission that may be received by them, including for Financial Year 2020-21.

The Board recommends the resolution set out at Item No.5 of the Notice for your approval.

RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITOR (Item No.6)

The Board of Directors at their meeting held on 26th May 2021, appointed Mr. G. Sivagurunathan, Cost Accountant (ICWAI Membership No : 23127), as Cost Auditor of the Company, in terms of Section 148 of the Companies Act, 2013 and xed a sum of ` 2,75,000 as remuneration payable to them, for the Financial Year 2021-22.

The remuneration, as recommended by the Audit Committee and approved by the Board, is required to be ratied by the shareholders of the Company, as per the requirements of the Companies (Audit and Auditors) Rules 2014, read with Section 148(3) of the Act 2013.

None of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, nancially or otherwise, in the said resolution.

The Board recommends the resolution set out at item no: 6 of the Notice for your approval.

Coimbatore 26th May 2021 By order of the Board T.G.Thamizhanban Company Secretary FCS No.: 7897

Information to be provided under Schedule V, Part II (B) of the Companies Act, 2013:

• I. General Information :
• 1. Nature of Industry : Auto Parts & Equipments
• 1. Date or expected date of commencement of c o m m e r c i a l Production : Not applicable
• 1. In case of new companies, expected date of commencement of activities as per project approved by nancial institutions appearing in the prospectus :

Not applicable

1. Financial performance based on given indicators :

		` Lakhs
Particulars	2020-21	2019-20
Sales and Other Income	1,39,781.16 1,21,296.22
Prot Before Tax and Depreciation	13,746.72	6,669.43
Prot After Tax	1,460.21	(21,287.97)
Paid-up Equity Share Capital	1,218.81	947.97
Reserves and Surplus	51,132.97	41,978.38
Basic & Diluted Earnings Per Share (`)	1.34	(20.41)

5. Export performance and net foreign exchange :

	` Lakhs
Particulars	2020-21
Export performance (FOB Value)	8,713.69
Foreign Currency Expenditure	42,110.44
Net Foreign Exchange Earnings	(33,396.75)

1. Foreign investments and collaborators, if any:

		` Lakhs
	Wholly Owned Subsidiary	31-Mar-2021
i.	PT Pricol Surya Indonesia	4,521.52
ii.	Pricol Asia Pte. Limited, Singapore	150.38

II. Information about the Appointee: Mrs.Vanitha Mohan

Particulars		Details
Background details	:	Mrs. Vanitha Mohan, 68 years of
		age, is an Indust r ial ist and
		Chairman of the Company, she is
		also a Director in 2 Private
		Companies.
Past remuneration	:	` 131.10 Lakhs
Recognition or awards	:	P o s t Gr a d u a t e D i p l o m a i n
		Business Management from the
		University of Strathclyde, Glasgow,
		UK.

her suitability

Job Prole and : She is the Chairman of the Company.

She i s hav ing 35 year s of experience and heads the Internal Audit functions and Corporate Social Responsibility activities of the Company.

Remuneration proposed : Refer Resolution No.3

Comparative remuneration prole with respect to industry, size of the company, prole of the position and person :

Taking into consideration the size of the Company, the prole of the appointee, the responsibilities shouldered on her and the industry bench marks, the remuneration proposed to be paid is commensurate with the remuneration packages paid in comparable companies.

Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any :

Chairman of the Company.

Mrs.Vanitha Mohan is related to Mr.Vikram Mohan, Managing Director.

III. Other Information :

• 1. Reasons for loss or inadequate prots: Not applicable
• 1. Steps taken or proposed to be taken for improvement: Not applicable
• 1. Expected increase in productivity and prots in measurable terms: Not applicable

IV. Disclosures :

• 1. The shareholders of the company shall be informed of the remuneration package of the managerial person
• 1. The following disclosures shall be mentioned in the Board of Directors' report under the heading Corporate Governance", if any, attached to the annual report:
• a. All elements of remuneration package such as salary, benets, bonuses, stock options, pension, etc., of all the directors: Disclosed
• b. Details of xed component and performance linked incentives along with the performance criteria: Disclosed
• c. Service contracts, notice period, severance fees: Disclosed
• d. Stock option details:

The Company has not issued any Stock option

V. The Company has not defaulted in repayment of any of debentures / public deposits

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