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Notes to Accounts of Suprajit Engineering Ltd.

Mar 31, 2023

(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 share is entitled to one vote per share and such amount of dividend per share as declared by the Company. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors 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 equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.

(h) On February 10, 2021, the Board of Directors approved a proposal to Buy-back up to 1,500,000 fully paid equity shares of ''

1 each (representing 1.07% of paid-up equity share capital of the company at that date) from the shareholders of the Company on a proportionate basis through tender offer, at a price of '' 320 per fully paid-up equity share for an aggregate amount not exceeding '' 480 Million in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended and the Companies Act, 2013 and rules made thereunder. The buy-back completed on May 12, 2021. During the year ended March 31,2022, Capital redemption reserve was created to the extent of the shares extinguished (? 1.50 Million). The excess cost of buy back of '' 478.50 Million over par value of equity shares was off set from securities premium and corresponding tax buy back of equity shares of '' 110.95 Million was off set from surplus in the statement of profit and loss.

Nature and purpose of reserves

17.1 Capital reserve

The Company recognised capital subsidy received (?

Company''s own equity instruments (? 0.55 Million) to capital reserve.

17.2 Capital redemption reserve

The Company recognised capital redemption reserve on redemption of Preference shares of erstwhile Phoenix Lamps Limited and upon merger of Phoenix Lamps Limited with the Company, the balances have been brought as such to the Company. Further, during the year ended March 31,2022, the Company recognised capital redemption reserve ('' 1.50 Million) on buy back of equity shares.

17.3 Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.

17.4 General reserve

Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of the Companies Act, 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.

17.5 Share based payments reserves

Share based payments reserves represents employee share based expense recognised in fair valuation of option expenses on ESAR.

(i) (a)Indian rupee term loan of ? 750.00 Million (March 31, 2022: ? Nil), for which Interest is charged at 0.05% above MCLR (3

month). The loan is repayable in 20 quarterly instalments of ? 37.50 Million each beginning October, 2023. The loan is secured by pari-passu first charge on the entire fixed assets of the Company.

(b) External commercial borrowing is the term loan of EURO 1.25 Million (? 112.01 Million) (March 31,2022: EURO 2.50 Million [? 211.65 Million]) which carries fixed interest rate of EURIBOR plus 1.25% and is repayable by the Company in 16 quarterly instalments of EURO 0.31 Million, the loan repayment started from May 20, 2020. The loan is secured by pari-passu first charge on the entire movable fixed assets, equitable mortgage of land and buildings and second charge on entire current assets of the Company.

To mitigate the risk of the floating rate, the Company has entered into interest rate swap agreement with bank."

(c) As per the loan arrangements, the Company is required to comply with certain debt covenants and the Company was in compliance with such covenants as at March 31,2023. The Company has not defaulted on any loans payable.

(ii) Current secured borrowings represents:

(a) Working capital loans from banks are secured by current and future current assets. These facilities are also collaterally secured by pari-passu charge on entire current & future fixed assets (except certain plant and equipment on which exclusive charge has been created towards term loans) and equitable mortgage. Working capital demand loan, cash credit and overdraft is repayable on demand. These facilities carry interest in the range of 5.55% to 12.61% p.a. (March 31,2022: 6.75% to 10% p.a.)

(b) Foreign Currency Loans are taken from bank and carry interest rate of 0.90 to 1.70% (March 31,2022: 1.10 to 1.50%)

(c) Packing credit loans from banks are taken for a term not exceeding 180 days and carry interest rate of 4.13% to 6.50%. (March 31,2022: 3.50%)

(iii) The loan was made secured against pari-pasu first charge over the current assets and second charge on movable fixed assets of the Company and repaid in full during the year ended March 31,2023. The loan carried interest rate of 5.95% to 8.19% (March 31,2022: 5.95% to 6.01%).

The Company had total cash outflows for leases of '' 20.50 Million in March 31,2023 (March 31,2022: '' 14.81 Million). During the year ended March 31,2023, the Company had non-cash additions to right-of-use assets '' Nil (March 31,2022: '' 42.55 Million) and lease liabilities of '' Nil (March 31,2022: '' 42.55 Million).

The Company is obligated under non-cancellable lease for factory land, warehouse, office and residential space that are renewable

on a periodic basis at the option of both the lessor and lessee.

(ii) Details of CSR expenditure

As per Section 135 of the Company''s Act, 2013, a Corporate Social Responsibility (''CSR'') committee has been formed by the Company. The primary function of the Committee is to assist the Board of Directors in formulating the CSR policy and review the implementation and progress of the same from time to time. The Company has made contribution to Suprajit Foundation. Suprajit Foundation is engaged in the activities of eradication of hunger, malnutrition, promoting education and healthcare.

d) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act, 2013 (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act.

e) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act.

f) Refer note 41 (b) for details of contribution to Suprajit Foundation in relation with CSR expenditure.

*These demands are disputed by the Company and the Company has filed appeals against these orders with various appellate authorities. The management is confident that the demands raised by the Officers of the respective departments are not tenable under the respective statutory provisions. Pending outcome of the aforesaid matters under litigation, no provision has been made in the books of account towards these demands. The Company does not expect any material adverse effect in respect of the above contingent liabilities.

** Net of tax provision made for pending litigations.

#Corporate guarantee of USD 58.5 Million given before March 31,2022 became effective from April 1,2022.

^ADuring the year ended March 31,2023, the Company received a show cause notice in respect of classification of a product under Goods and Services Tax (GST), to pay additional liability of Rs. 130.99 million along with interest and penalty pertaining to the period July 01, 2017 to September 19, 2021. In this regard, the Company has evaluated and filed the response to the concerned GST authorities and basis internal and external evaluation, the Company is of the view that the said claim of the GST authorities is not tenable.

38. The Company has entered into ''International transactions'' with ''Associated Enterprises'' which are subject to Transfer Pricing regulations in India. The Company is in the process of carrying out transfer pricing study for the year ended March 31,2023 in this regard, to comply with the requirements of the Income Tax Act, 1961. The Management of the Company, is of the opinion that such transactions with Associated Enterprises are at arm''s length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the standalone financial statements, particularly on account of tax expense and that of provision for taxation.

39. Employee benefit plans

(a) Defined contribution plans

The Company makes contributions to Provident Fund, Employee State Insurance scheme contributions which are defined contribution plan for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll cost to fund the benefits.

(b) Defined benefit plans Gratuity

on departure at 15 days of last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following tables summarize the components of net benefit expense recognized in the standalone statement of _profit and loss and the funded status and amounts recognized in the standalone Balance Sheet._

K. Notes

(i) The estimates of future salary increases, considered in actuarial valuation, taken account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The overall expected rate of return on assets is determined based on the market price prevailing on that date, applicable to the period over which the obligation is to be settled.

⁽ⁱⁱ⁾ The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable change in key assumptions occurring at the end of the reporting period.

(iii) The weighted average duration of the defined benefit obligation at the end ofthe reporting period is 11.43 years (March 31 2022: 11.67 years).

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. All outstanding balances are unsecured and interest free and settlement occurs in cash except loan which is interest bearing. For the year ended March 31,2023 the Company has not recorded any impairment of assets relating to amounts owed by related parties (March 31, 2022: '' 484.79 Million being impairment of Luxlite Lamps). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

42. Operating lease as lessor

The company has entered into lease agreement with subsidiary for the lease of vacant land. The total rental income for the year under non-cancellable operating leases amounted to '' 5.59 Million ( March 31,2022 '' 5.32 Million).

43. (iii) Valuation technique used to determine fair value

a) The Company holds derivative financial instruments such as foreign currency forward and options contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank.These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace. Hence, the valuation is considered Level 2 by the management.

b) The Company enters into contracts with financial institutions in nature of interest rate swap, the fair value of which is estimated using forward-looking interest rate curves and discounted cash flows that are observable or can be corroborated by observable market data, therefore, are classified with in Level 2 of the valuation hierarchy.

c) The Company has investment in quoted mutual funds, these investments other than investment in subsidiaries are carried at fair value through profit and loss using quoted prices in active markets and accordingly classified within Level 1 of the valuation hierarchy.

(i) The Company is predominantly equity financed as evident from the capital structure table above. Further, the Company has sufficient cash and cash equivalents, current investments and financial assets which are liquid to meet the debts.

(ii) 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 borrowings that define capital structure requirements. The breaches in meeting the financial covenants would permit the bank to immediately call borrowings. There have been no breaches in the financial

covenants of any borrowings in the current year.

45. Financial risk management Objective and policies:

assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, fair value through profit and loss investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to the position as at March 31,2023 and March 31,2022.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all constant and on the basis of hedge designations in place at March 31,2023.

(i) (a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Company''s financial instruments will fluctuate due to

change in the market interest rates. The Company''s exposure to the risk of changes in market interest rate relates primarily to the Company''s borrowings with floating interest rates.

The Company enters into contracts with financial institutions in nature of interest rate swap, to mitigate the risk of changes in interest rates in respect of its borrowings.

(i) (b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exchange risk arises from its foreign operations and foreign currency revenues and expenses. The Company has exposures to United States Dollars (''USD''), Great Britain Pound (''GBP''), Euro (''EUR'') and other currencies. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities.

The Company uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of its trade receivables.

Sensitivity analysis

Every 1% appreciation or depreciation of the respective foreign currencies compared to functional currency of the Company would cause the profit before tax in proportion to revenue to increase or decrease respectively by 0.05% (March 31,2022: 0.01%)

(i) (c) Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase and manufacture of automotive cables & lamps and therefore require a continuous supply of below said products. The Company''s Board of Directors has developed and enacted a risk management strategy regarding commodity price risk and its mitigation.

(ii)Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities including deposits with banks and financial institutions, investments, loan to subsidiary, foreign exchange transactions and other financial instruments.

a. Trade receivables

Credit risk is managed by each business unit as per the Company''s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.

The impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security.

The Company evaluates the concentration of risk with respect to trade receivables as low, since majority of its customers are reputed automobile companies and are spread across multiple geographies.

c. Financial instruments and cash deposits

Credit risk is limited, as the Company generally invests in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Investment primarily includes investment in liquid mutual fund units. Counterparty credit limits are reviewed by the Company periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

(iii) Liquidity risk

The Company''s principal sources of liquidity are cash and cash equivalents, investment in mutual funds and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

46. Employee Stock Appreciation Rights (''ESAR'') (Equity Settled):

Employee Stock Appreciation Rights Plan - 2017 (the ESAR 2017 Plan): Effective June 26, 2018, the Company instituted the ESAR

2017 Plan. The Board of directors of the Company and shareholders approved the ESAR 2017 plan at its meeting held on September 13, 2017 and November 11, 2017 respectively. The ESAR 2017 Plan provides for the issue of Stock Appreciation Rights'' (SARs) to certain employees of the Company and its subsidiaries.

48. The code of Social Security, 2020 (''Code'') relating to employee benefits during employment and post-emploment received Presidential assent in September 2020 and its effective date is yet to be notified. The Company will assess and record the impact of the Code, once it is effective,

49. The Board of Directors of the Company have proposed final dividend of '' 1.25 per share after the balance sheet date which is subject to approval by the shareholders at the annual general meeting.

50. Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

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

(v) Except as disclosed in note 10 to the standalone financial statements, the Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the c

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries"

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the F

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

Mar 31, 2022

Nature and purpose of reserves17.1 Capital reserve

The Company recognised capital subsidy received ('' 4.58 Million) prior to April 1, 2017 along with profit on forfeiture of the Company''s own equity instruments ('' 0.55 Million) to capital reserve.

17.2 Capital redemption reserve

The Company recognised capital redemption reserve on redemption of Preference shares of erstwhile Phoenix Lamps Limited and upon merger of Phoenix Lamps Limited with the Company, the balances have been brought as such to the Company. Further, during the year, the Company recognised capital redemption reserve ('' 1.50 Million) on buy back of equity shares.

17.3 Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.

17.4 General reserve

17.5 Share based payments reserves

Share based payments reserves represents employee share based expense recognised in fair valuation of option expenses on ESAR.

(i) External commercial borrowing is the term loan of EURO 2.50 Million ('' 211.65 Million) (March 31, 2021: EURO 3.75 Million ['' 322.87 Million]) which carries fixed interest rate of EURIBOR plus 1.25% and is repayable by the Company in 16 quarterly instalments of EURO 0.31 Million, the loan repayment started from May 20, 2020. The loan is secured by pari-passu first charge on the entire movable fixed assets, equitable mortgage of land and buildings and second charge on entire current assets of the Company.

To mitigate the risk of the floating rate, the Company has entered into interest rate swap agreement with bank.

(ii) Current borrowings represents:

(a) Working capital loans from banks are secured by current and future current assets. These facilities are also collaterally secured by pari-passu charge on entire current & future fixed assets (except certain plant and equipment on which exclusive charge has been created towards term loans) and equitable mortgage. Working capital demand loan, cash credit and overdraft is repayable on demand. These facilities carry interest in the range of 6.75% to 10% p.a. (March 31,2021: 6.00% to 13.61% p.a.)

(b) Foreign Currency Loans are taken from bank and carry interest rate of 1.10 to 1.50% (March 31,2021: 1.50%).

(c) Packing credit loans from banks are taken for a term not exceeding 180 days and carry interest rate of 3.50%. (March 31,2021: 3.50% to 5.35%)

(iii) Current unsecured borrowings consists working capital demand loan from a bank availed by the Company for a term of three months and carry interest rate of 5.95% to 6.01% (March 31,2021: NA).

36.	Commitments
	Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is '' 391.75 Million (March 31,2021: '' 154.22 Million).
37.	Contingent liabilities '' in Million
		As at March 31, 2022	As at March 31, 2021
	(a) Claims against Company not acknowledge as debts*
	Income tax demands**	22.18	22.18
	Value Added Tax/Central Sales Tax demands	-	3.27
	Others	11.30	9.01
	(A)	33.48	34.46

	(b) Others
	Bonds executed in favour of customs authority	15.00	15.00
	Bank guarantees (furnished to tax authorities)	1.58	1.58
	Corporate guarantees (issued on behalf of subsidiaries to their bankers towards credit facilities)#	947.59	2,205.14
	Corporate guarantees (issued on behalf of a subsidiary to another lending subsidiary towards credit facilities)	143.92	-
	Others	4.90	4.90
	(B)	1,112.99	2,226.62
	Total (A B)	1,146.47	2,261.08
	These demands are disputed by the Company and the Company has filed appeals against these orders with various appellate authorities. The management is confident that the demands raised by the Officers of the respective departments are not tenable under the respective statutory provisions. Pending outcome of the aforesaid matters under litigation, no provision has been made in the books of account towards these demands. The Company does not expect any material adverse effect in respect of the above contingent liabilities. * Net of tax provision made for pending litigations. #Exclusive of corporate guarantee amounting to '' 4,434.71 Million (USD 58.5 Million) given before March 31, 2022 and which became effective April 1,2022.

38. The Company has entered into ''International transactions'' with ''Associated Enterprises'' which are subject to Transfer Pricing regulations in India. The Company is in the process of carrying out transfer pricing study for the year ended March 31,2022 in this regard, to comply with the requirements of the Income Tax Act, 1961. The Management of the Company, is of the opinion that such transactions with Associated Enterprises are at arm''s length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the standalone Ind AS financial statements, particularly on account of tax expense and that of provision for taxation.

(b) Defined benefit plans Gratuity

The Company offers gratuity benefits to employees, a defined benefit plan, gratuity plan is governed by the Payment of Gratuity Act, 1972. Under gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following tables summarize the components of net benefit expense recognized in the standalone statement of profit and loss and the funded status and amounts recognized in the standalone Balance Sheet.

K. Notes

(ii) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable change in key assumptions occurring at the end of the reporting period.

(iii) The weighted average duration of the defined benefit obligation at the end of the reporting period is 11.67 years (March 31, 2021: 11.86 years).

40. Segment reporting

In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. All outstanding balances are unsecured and interest free and settlement occurs in cash except loan which is interest bearing. For the year ended March 31,2022 except for impairment of Luxlite Lamp, the Company has not recorded any impairment of assets relating to amounts owed by related parties (March 31,2021: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

42. Operating lease as lessor

43. (iii) Valuation technique used to determine fair value

a) The Company holds derivative financial instruments such as foreign currency forward and options contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace. Hence, the valuation is considered Level 2 by the management.

c) The Company has investment in quoted mutual funds these investments other than investment in subsidiaries are carried at fair value through profit and loss using quoted prices in active markets and accordingly classified with in Level 1 of the valuation hierarchy.

(i) The Company is predominantly equity financed as evident from the capital structure table above. Further the Company has sufficient cash and cash equivalents, current investments and financial assets which are liquid to meet the debts.

45. Financial risk management Objective and policies:

The Company''s principal financial liabilities comprise borrowings, lease liabilities and trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

(i) Market risk

The sensitivity analysis in the following sections relate to the position as at March 31,2022 and March 31,2021.

(i) (a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Company''s financial instruments will fluctuate due to change in the market interest rates. The Company''s exposure to the risk of changes in market interest rate relates primarily to the Company''s borrowings with floating interest rates.

The Company enters into contracts with financial institutions in nature of interest rate swap, to mitigate the risk of changes in interest rates in respect of its borrowings.

(i) (b) Foreign currency risk

The Company uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of its trade receivables.

Sensitivity analysis

(i) (c) Commodity price risk

(ii) Credit risk

a. Trade receivables

The Company evaluates the concentration of risk with respect to trade receivables as low, since majority of its customers are reputed automobile companies and are spread across multiple geographies.

c. Financial instruments and cash deposits

(iii) Liquidity risk

46. Employee Stock Appreciation Rights (''ESAR'') (Equity Settled):

Employee Stock Appreciation Rights Plan - 2017 (the ESAR 2017 Plan): Effective June 26, 2018, the Company instituted the ESAR 2017 plan. The Board of directors of the Company and shareholders approved the ESAR 2017 plan at its meeting held on September 13, 2017 and November 11, 2017 respectively. The ESAR 2017 Plan provides for the issue of stock appreciation rights''(SARs) to

certain employees of the Company and its subsidiaries.

The ESAR 2017 Plan is administered by the Nomination and Remuneration Committee. As per the ESAR 2017 Plan, the stock appreciation rights are granted at the exercise price of '' 1 /-. The equity shares covered under these stock appreciation rights vest over five years from the date of grant. The exercise period is five years from the respective date of vesting.

The movement in the rights under the ESAR 2017 plan for the year ended March 31,2022 is set out below

48. The code of Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment received Presidential assent in September 2020 and its effective date is yet to be notified. The Company will assess and record the impact of the Code, once it is effective.

49. The previous year''s figures have been regrouped/ reclassified, where necessary, to confirm to current year''s classification as per the amendments in Schedule III to the Companies Act, 2013, which are effective April 01,2021.

50. "Events after reporting period:

The Company entered into a definitive Share and Asset Purchase Agreement to acquire Light Duty Cable (LDC) business unit on October 28, 2021 with Kongsberg Automotive ASA, listed on the Oslo Stock Exchange, Norway. The transaction completed for a cash consideration of '' 3,167.77 Million with the economic completion date of April 1,2022 whereby the Company, through its wholly owned subsidiary Suprajit USA Inc. acquired 100% equity interest in following entities-

i) Shanghai Lone Star Cable Co., Ltd.

ii) Kongsberg Interior Systems Kft.

iii) Kongsberg Interior Systems S de RLde CV

iv) Kongsberg Interior Systems II, LLC"

51. Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

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

(v) Except as disclosed in note 10 to the standalone financial statements, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries"

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

Mar 31, 2018

1.Earnings per share (EPS)

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

2. Commitments

(a) Operating lease

The Company is obligated under non-cancellable operating lease for factory, warehouse, office and residential space that are renewable on a periodic basis at the option of both the lessor and lessee. The total rental expenses for the year under non-cancellable operating leases amounted to Rs, 13.10 Million (March 31, 2017: Rs, 16.70 Million).

(b) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) is Rs, 10.34 Million (March 31, 2017: Rs, 9.90 Million, April 1, 2016 : Rs, 126.12 Million).

* These demands are disputed by the management and the Company has filed appeals against these orders with various appellate authorities. The management is confident that the demands raised by the Officers of the respective departments are not tenable under the respective statutory provisions. Pending outcome of the aforesaid matters under litigation, no provision has been made in the books of account towards these demands. The Company does not expect any reimbursement in respect of the above contingent liabilities.

(c) The Company does not have any commitments as at balance sheet date except towards the operating lease as disclosed in note 34.

3. The Company has entered into ''International transactions âwith ''Associated Enterprises âwhich are subject to Transfer Pricing regulations in India. The Company is in the process of carrying out transfer pricing study for the year ended March 31, 2018 in this regard, to comply with the requirements of the Income Tax Act, 1961. The Management of the Company, is of the opinion that such transactions with Associated Enterprises are at arm''s length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the standalone financial statements, particularly on account of tax expense and that of provision for taxation.

4. Employee benefit plans

(a) Defined contribution plans

The Company has recognized the following amounts towards the defined contribution plans in the statement of profit and loss:

K Notes

(i) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The overall expected rate of return on assets is determined based on the market price prevailing on that date, applicable to the period over which the obligation is to be settled.

(iii) The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 12.62 years (March 31, 2017: 13.91 to 14.45 years).

5.Amalgamation of Phoenix Lamps Limited

The equity shareholders, secured and unsecured creditors have approved the scheme of amalgamation of the Holding Company with Phoenix Lamps Limited (''PLL''), an erstwhile subsidiary of the Holding Company, at the Court Convened Meetings held on September 24, 2016. The draft scheme of amalgamation was approved by the Board of Directors of both the companies on April 18, 2016. The Holding Company had filed the petition with the Hon''ble High Court of Karnataka initially and subsequently, the said petition was moved to National Company Law Tribunal, Karnataka (''NCLT'') as per the directions of the Ministry of Corporate Affairs. The scheme of amalgamation with the appointed date as April 1, 2016 has been approved by the NCLT vide order dated August 17, 2017 and upon necessary filing with the Registrar of Companies, the scheme has become effective on September 13, 2017.

Upon completion of necessary procedures, the company has accounted for aforesaid amalgamation in accordance with the requirements of Ind AS 103 - Business Combination under common control.

In consideration for aforesaid amalgamation, the Company has issued and allotted 8,533,699 equity shares of Rs, 1/- (Rupee one only) each, amounting to Rs, 8.53 Million, to the minority shareholders of erstwhile Phoenix Lamps Limited on September 14, 2017 based on share exchange ratio of 4:5 as per the scheme of amalgamation. Further, difference between net assets taken and the investment in the Company has been adjusted in the other equity.

. Segment reporting

In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated Ind AS financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone Ind AS financial statements.

7. Related party transactions

A. Related parties under Ind AS 24 and Companies Act, 2013

Subsidiaries (Direct): Suprajit Automotive Private Limited, India (''Suprajit Automotive'')

Suprajit Europe Limited, U.K. (''Suprajit Europe'')

Suprajit USA Inc., USA (''Suprajit USA'')

Luxlite Lamps SARL, Luxembourg (''Luxlite Lamps'')

Trifa Lamps Germany GmbH, Germany (''Trifa Lamps'')

^{Subsidiaries (Indirect):} Wescon Controls LLC (''Wescon'')

^{Key management personnel} (''KMP'') ^{of the} Mr. K Ajith Kumar Rai Chairman and Managing Director

^Company: Mr. Mohan Srinivasan Nagamangala Director and Chief Executive Officer

(w.e.f. February 13, 2017)

Mr. Mohan Chelliah Executive director upto

March 11, 2017

Mr. Medappa Gowda J Chief Financial Officer and

Company Secretary Mr. Diwakar S. Shetty Independent Director

Mr. Ian Williamson Independent Director

Mr. B.S.Patil, IAS (Retd) Independent Director

Mr. Suresh Shetty Independent Director

Mr . M Jayarama Shetty Independent Director

Mrs. Dr. Supriya A Rai Director

Mrs. Sunita Mathur Director

Relatives of KMP: Mr. Akhilesh Rai

Mr. Ashutosh Rai Mr. Manjunath Rai K Mrs. Hemavathi M Rai Mr. Ashok Kumar Rai

Enterprises in which directors/ shareholders Suprajit Foundation

have significant influence

* The carrying value of these accounts are considered to be the same as their fair value, due to their short term nature.

^A The fair value of these accounts was calculated based on cash flow discounted using a current lending/ borrowing rate, they are classified as level 3 fair value hierarchy due to inclusion of unobservable inputs including counterparty credit risk.

$ The fair value of these accounts are estimated using quoted prices in active markets, accordingly, are classified within Level 1 of the valuation hierarchy.

# These accounts are considered to be highly liquid/ liquid and the carrying amount of these are considered to be the same as their fair value.

(i) The Company is predominantly equity financed as evident from the capital structure table above. Further the Company has sufficient cash, cash equivalents, current investments and financial assets which are liquid to meet the debts.

8.Financial risk management: The Company''s activities expose it to the following risks:

(i) Credit risk

(ii) Interest rate risk

(iii) Liquidity risk

(iv) Market risk

(v) Commodity price risk

(i) Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities including deposits with banks and financial institutions, investments, foreign exchange transactions and other financial instruments.

a. Trade receivables

The Company evaluates the concentration of risk with respect to trade receivables as low, since majority of its customers are reputed automobile companies and are spread across multiple geographies.

c. Other financial assets, investments and deposits with banks

Credit risk is limited, as the Company generally invests in deposits with banks with high credit ratings assigned by international and domestic credit rating agencies. Investment primarily includes investment in liquid mutual fund units. Counterparty credit limits are reviewed by the Company periodically and the limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Companyâs financial instruments will fluctuate due to change in the market interest rates. The Companyâs exposure to the risk of changes in market interest rate relates primarily to the Companyâs borrowings with floating interest rates.

(iii) Liquidity risk

The Companyâs principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.

(iv) Market risk

Company uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of its trade receivables.

The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counter party for these transactions are banks. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the market place.

Sensitivity analysis

Every 1% appreciation or depreciation of the respective foreign currencies compared to functional currency of the Company would cause the profit before exceptional items in proportion to revenue to increase or decrease respectively by 0.01% (March 31, 2017: 0.02%).

(v) Commodity price risk

9. Adoption of Ind AS A First time adoption

These standalone financial statements, for the year ended March 31, 2018, have been prepared in accordance with the Ind AS. For periods up to and including the year ended March 31, 2017, the Company prepared its standalone financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("Previous GAAP").

Accordingly, the Company has prepared standalone financial statements which comply with applicable Ind AS for year ending on March 31, 2018, together with the comparative period data, as described in the summary of significant accounting policies. In preparing these standalone financial statements, the Company''s opening balance sheet was prepared as at April 1, 2016, the Company date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Previous GAAP standalone financial statements, including the balance sheet as at April 1, 2016 and the standalone financial statements as at and for the year ended March 31, 2017.

B Exemptions applied

Ind AS 101 allows first time adopters certain exemption from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions.

(i) The Company has elected to avail exemption under Ind AS 101, to use Previous GAAP carrying value of its property, plant and equipment and intangible assets as per the statement of financial position prepared in accordance with Previous GAAP.

(ii) The Company has elected to measure its investments in subsidiaries using the Previous GAAP carrying amount as deemed cost as on the date of transition to Ind AS.

D Notes to reconciliation between Previous GAAP and Ind AS: (i) Fair valuation of mutual funds

Under previous GAAP, current investments were measured at lower of cost or fair value and long term investments were measured at cost less diminution in value which is other than temporary. Under Ind AS, financial assets other than those valued at amortized cost are measured at fair value.

Investment in mutual funds have been classified as fair value through statement of profit and loss and fair value changes are recognized in the statement of profit and loss.

(ii) Fair valuation of forward contracts

Under previous GAAP, in relation to the forward contracts entered into, to hedge the foreign currency risk of the underlying outstanding at the balance sheet date, the exchange difference is calculated and recorded in accordance with paragraphs 36 and 37 of AS 11. Under Ind AS, the aforementioned forward contracts are fair valued through statement of profit and loss and fair value changes are recognized in statement of profit and loss.

(iii) Deferred tax

The deferred tax has been recognized on temporary differences arising on transition to Ind AS.

(iv) Provision for proposed dividend

Under previous GAAP, dividend payable along with dividend distribution tax was recorded as a liability in the period to which it relates. Under Ind AS, dividend to holders of equity instruments is recognized as a liability in the period in which the obligation to pay is established.

(v) Employee benefits

Under previous GAAP, actuarial gains and losses were recognized in the ''standalone statement of profit and loss''. Under Ind AS, the actuarial gains and losses form part of remeasurement of net defined benefit liability/asset which is recognized in other comprehensive income in the respective periods.

10. Standards issued but not yet effective

i) Ind AS 115 Revenue from Contracts with Customers

On March 28, 2018, the Ministry of Corporate Affairs notified Ind AS 115 Revenue from contracts with customers. The standard replaces Ind AS 11 Construction Contracts and Ind AS 18 Revenue.

The core principle of Ind AS 115 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Ind AS 115 introduces a 5-step approach to revenue recognition:

- Identify the contract(s) with a customer

- Identify the performance obligation in contract

- Determine the transaction price

- Allocate the transaction price to the performance obligations in the contract

- Recognize revenue when (or as) the entity satisfies a performance obligation

Ind AS 115 establishes control-based revenue recognition model. An entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ''control'' of the goods or services underlying the performance obligation is transferred to the customer. Also, Ind AS 115 provides more guidance for deciding whether revenue is recognized at a point in time or over time.

Transitional options under Ind AS 115:

''- Retrospectively to each prior period presented in accordance with Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors, subject to some practical expedients mentioned in Ind AS 115

''- Retrospectively with the cumulative effect of initial application recognized at the date of initial application

The standard is effective for annual periods beginning on or after April 1, 2018. The Company is currently evaluating the requirements and impact of Ind AS 115 on its financial statements.

(ii) Appendix B to Ind AS 21 Foreign Currency Transactions and Advance Consideration

The Appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the transaction date for each payment or receipt of advance consideration.

Entities may apply the Appendix requirements on a fully retrospective basis. Alternatively, an entity may apply these requirements prospectively to all assets, expenses and income in its scope that are initially recognized on or after:

(i) The beginning of the reporting period in which the entity first applies the Appendix, or

(ii) The beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies the Appendix.

The standard is effective for annual periods beginning on or after April 1, 2018. The Company is currently evaluating the requirements and impact of the aforesaid on its financial statements.

11. The Board of Directors, at it''s meeting held on May 29, 2018 recommended a final dividend of Rs, 0.80 (80%) per equity share for the financial year ended March 31, 2018. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The final dividend declared in the previous year was Rs, 0.60 (60%) per equity share.

12. The standalone financial information of the Company for transition date i.e. opening standalone balance sheet date being April 1, 2016 and previous year ended March 31, 2017, included in these standalone financial statements, are based on the previously issued standalone financial statements which were prepared under previous GAAP and audited by a firm of Chartered Accountants other than S.R. Batliboi & Associates LLP as adjusted for the differences in the accounting principles adopted by the Company on transition to Ind AS, which have been audited by S.R. Batliboi & Associates LLP.

Mar 31, 2017

1. During the year, the Board of Directors have declared interim dividend of Rs,0.50 (PY: Rs,0.50) per share, which is subject to regularization of the shareholders in the ensuing Annual General Meeting.

2. Final dividend of Rs, Nil (PY: Rs,0.55) per share proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

During the previous financial year, the Company had proposed final dividend including the amount due to the minority shareholders of erstwhile Phoenix Lamps Limited and provided for tax on dividend based on the approval of draft scheme of amalgamation by the Board of Directors as mentioned in Note no. 23.5.

3. During the current financial year, the Company has declared interim dividend to its shareholders including the amount due to the minority shareholders of erstwhile Phoenix Lamps Limited and provided for tax on dividend based on approval of scheme of amalgamation approved by the members as mentioned in Note no. 23.5. Further the amount of final dividend declared during the current financial year relating to the previous financial year which will become due to the minority shareholders on completion of the final merger formalities of erstwhile Phoenix Lamps Limited with the Company is shown under the head ''Proposed final dividend'' above and the tax on dividend thereon is also shown therein. Total of dividend amount is Rs,8.96 million and tax on dividend is Rs,1.82 million. Refer Note no. 5.4.4 also.

4. Note on amalgamation

The scheme of amalgamation under Section 232 of the Companies Act 2013 (sections 391 to 394 of the erstwhile Companies Act, 1956) between Phoenix Lamps Limited (PLL), an erstwhile subsidiary and the Company (''the Scheme'') which was approved by their respective shareholders and creditors with effect from April 1, 2016 as the appointed date has been approved by the Honourable National Company Law Tribunal vide its order dated August 11, 2017. Upon necessary filing with the Registrar of Companies, the scheme has become effective on September 13, 2017 and the effect thereof has been given in these financial statements.

Consequently, in respect of the merger of Phoenix Lamps Limited (PLL) with the Company -

a) In terms of the Scheme, the entire business and the whole of the undertaking of PLL, as a going concern stands transferred to and vested in the Company with effect from the closing hours of April 1, 2016, being the Appointed Date for the merger.

b) In consideration of the amalgamation of PLL with the Company, the Company would issue 8,533,699 equity shares of Re.1/- each aggregating to Rs,8.53 million in the ratio of 4 fully paid up equity shares of the face value of Re.1/- each of the Company for every 5 fully paid up equity shares of Rs,10/- each held in PLL, which is pending allotment.

c) Accounting for Amalgamation:

The amalgamation of PLL with the Company is an amalgamation in the nature of merger and is accounted for on the basis of the Pooling of Interests Method as envisaged in the Accounting Standard (AS) -14 on Accounting for Amalgamations specified in the Companies (Accounting Standard) Rules 2006 and in terms of the scheme, as below:

- All assets and liabilities of PLL were recorded at their respective book values under the respective accounting heads of the Company.

- Rs, 208.14 million being the difference between the value of net assets (all assets and all liabilities) of PLL transferred to the Company (determined as stated above) and the carrying value of the Company''s investment in that company has been adjusted to General Reserve of the Company.

- The inter company balances stood cancelled.

PLL was engaged in the business of manufacturing and trading of auto lamps.

Pursuant to the Scheme referred above, the bank accounts, agreements, licences, rights, patents and certain immovable properties of PLL are in the process of being transferred in the name of the Company.

5. Indian rupee term loan from State Bank of India of Rs, 64.00 million (including current maturities (including interest accrued and due) of Rs, 58.50 million) (PY: Rs, 195.43 million and Rs, 132.43 million respectively) carries interest @10.30% p.a. The loan is repayable in 4 to 5 quarterly installments ranging from Rs, 4.5 million to Rs, 10 million each ending on June, 2018.

Indian rupee term loan from HSBC bank of Rs, 305.56 million (including current maturities (including interest accrued and due) of Rs, 111.11 million) (PY: Rs, 438.63 million and Rs, 133.08 million respectively) carries interest @10.40% p.a. The loan is repayable in 10 to 15 quarterly installments of Rs, 13.89 million each ending on October, 2020.

Indian rupee term loan from Bajaj Finance Limited of Rs, 332.15 million (including current maturities (including interest accrued and due) of Rs, 74.77 million) (PY: Rs, 403.08 million and Rs, 96.51 million respectively) carries interest ranging from 9.90% to 10.80% p.a. The loan is repayable in 15 quarterly installments ranging from Rs, 2.78 million to Rs, 9.52 million each ending on November, 2020.

The above term loans availed from various banks and other parties (financial institution) for capacity expansions and working capital requirements are secured by equitable mortgage of land and buildings and hypothecation of other present and future fixed assets of the company on pari-passu first charge basis and in certain cases secured by exclusive charge on the assets acquired from such term loans. Some of these loans are further secured by pari-passu second charge on the movable and immovable fixed assets and current assets of the Company (Including specific charge on assets of the Company and its erstwhile subsidiary).

6. Indian rupee loan of Rs, 66.17 million (including current maturities (including interest accrued and due) of Rs, 17.64 million) (PY: Rs, Nil and Rs, Nil respectively) carries interest @10.25% to 11.25% p.a. The loan is repayable in 15 quarterly instalments of Rs, 4.41 million each starting from May 5, 2017. The loan is secured by exclusive charge on the plant and equipment purchased from the said term loan located at Plot no. 59A to F, NSEZ, Noida and second pari passu charge on all present and future movable and immovable fixed assets of the Phoenix Lamps Limited (PLL), an erstwhile subsidiary situated at various locations.

7. Deposits accepted from related parties and other than related parties are unsecured in nature except to the extent of amount of security maintained as mentioned under Note no. 9.1,repayable over the agreed term of 2 years together with interest rate at 9.50% p.a. Interest is payable on a quarterly / half yearly / on maturity basis in accordance with the terms agreed with the depositors.

8. None of the above borrowings have been guaranteed by any directors or others.

9. There has been no continuing default as on Balance Sheet date in repayment of loans and interest.

1. All the fixed assets except the leasehold land are owned by the Company. The title deeds of the immovable properties are held in the name of the Company subject to charge created, in respect of such of immovable properties in favour of its lenders.

2. During the year, based on the no due certificate received from Haryana State Industrial and Infrastructure Development Corporation (HSIIDC), an amount of Rs, 5.04 million shown as enhanced cost payable to HSIIDC in earlier years has now been reduced from the cost of the land.

3. Land on lease at various locations except the leasehold land in Narsapura allotted to the Company on a lease cum sale basis are held on long term lease without right to acquire at the end of the lease period and the cost of such land is amortized over the period of the lease.

4. The Company has taken a property at A1, Noida on Lease for 78 years from the Noida Authority. The lease amount of Rs, 12.81 million paid by the Company at the time of entering into lease agreement is disclosed as ''Leasehold Land'' above.

5. Borrowing costs capitalized during the year as per Note no. 20 is ''14.03 million (PY - '' 7.90 million). This amount includes borrowing costs capitalized to property, plant and equipment of '' 2.90 million (PY - Nil) during the year on account of amalgamation (Refer Note no. 3.6) which was brought forward from the previous year.

6. During the year, the management has identified certain individual plant and equipment to be impaired based on their condition and usage. The Company has provided for impairment in respect of these assets amounting to Rs, 0.58 million (PY - 1.33 million). During the year, the Company has sold some of the assets impaired in earlier years and has reversed the provision on impairment to the extent of Rs, 0.14 million (PY- Nil).

7. During the previous year, the management has derecognized the Intangible assets (goodwill, brands and technical know-how) based on its assessment that no future economic benefits are expected to arise from its use.

8. Adjustment from plant and equipment represents Rs, 0.39 million being liabilities written back during the year and Rs, 1.46 million being expenditure incurred in previous year and capitalized during the current year.

9. Buildings include building of Gross Block Rs, 59.06 million, Written down value Rs, 18.95 million (PY - Nil) constructed on leased land belonging to Noida Special Economic Zone. During the year, depreciation of Rs, 1.85 million (PY - Nil) has been charged on this building.

10 Additions to plant and equipment during the year includes machinery spares transferred from inventory of Rs, 4.35 million (PY-Nil) (Refer Note no. 1.2).

11. During the year, the Company has set up a subsidiary company M/s. Suprajit USA Inc. in USA. This subsidiary company was set up to acquire controlling stake in Wescon Controls LLC and the acquisition was completed in September 2016. The amount of invested of Rs,1,413.93 million (PY-Nil) was used for the purpose of acquisition of shares in Wescon controls LLC. The Company incurred a total expenditure of Rs, 36.81 million in the nature of professional charges towards the acquisition of this step-down subsidiary which is disclosed under the head ''Exceptional items'' in the Profit & Loss Statement in accordance with ''Accounting Standard 5 - Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies''.

12. During the previous year, the Company had acquired 17,352,176 Equity shares of Rs, 10/- each [14,289,843 Equity Shares (51% shareholding) at a consideration of Rs, 89/- per Share on 18th June 2015, 15,021 Equity Shares (0.05 % shareholding) at a consideration of Rs, 100/- per share on 14th August 2015 and 3,047,312 Equity Shares (10.88% shareholding) at a consideration of Rs, 89/- per share on 9th October 2015] of Phoenix Lamps Limited. Accordingly, Phoenix Lamps Limited has become a subsidiary of the Company from 18th June 2015.

During the previous year, the Company had incurred a total expenditure of Rs, 80.84 million towards this acquisition, out of which Rs, 23.90 million relating to professional charges, have been capitalized as part of Cost of Investment in accordance with ''Accounting Standard 13 - Accounting for Investments''. Balance amount of Rs, 56.94 million relating to finance charges is recognized as an expenditure in accordance with ''Accounting Standard 16 - Borrowing Costs'' and is disclosed under the head ''Exceptional items'' in the Profit & Loss Statement in accordance with ''Accounting Standard 5 - Net Profit or Loss for the Period, _Prior Period Items and Changes in Accounting Policies''._

The expenses such as Salaries, Wages (included in Note no 19), Materials and Consumables (included in ''Cost of materials consumed¹) are included in the respective head of accounts. Direct expenditure (included in Note no. 21) is disclosed under Research & Development Expenditure in the Profit & Loss Statement.

13. Suprajit Europe Limited, a Wholly Owned Subsidiary (WOS) was established in 2006 and has accumulated losses of Rs,31.09/- million (PY: Rs,121.79/- million) as at the year ended March 31st, 2017. During the year, the WOS has earned net profits and the management expects to have a sustained growth in revenue and profits in the for seeable future. Hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a Corporate guarantee of GBP. 0.50 million (PY: GBP. 0.50 million) to the bankers of the WOS to fund its operations if required.

14. Full quantitative particulars giving item wise and location wise details of property, plant and equipment are maintained in the ERP system in respect of additions made after 1st April, 2008. The management is in the process of updating the same to bring it to a current level. The particulars of property, plant and equipment acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are maintained for major assets in manual form.

15. The equity shareholders, secured and unsecured creditors have approved the scheme of amalgamation of the Company with Phoenix Lamps Limited,(PLL), an erstwhile subsidiary of the Company, at the Court Convened Meetings (CCM) held on September 24, 2016. The draft scheme of amalgamation was approved by the Board of Directors of both the companies on April 18, 2016. The Company had filed the petition with the Hon''ble High Court of Karnataka initially and subsequently, the said petition was moved to National Company Law Tribunal, Karnataka (NCLT) as per the directions of the Ministry of Company Affairs (MCA) and the proceedings are on with NCLT.

After the end of the year, this scheme of amalgamation with the appointed date as April 01, 2016 has been approved by the NCLT vide order dated August 17, 2017 and upon necessary filing with the Registrar of Companies, the scheme has become effective on September 13, 2017 and this financial statements is after considering the adjustments arising on amalgamation as mentioned in Note no 3.6. In view of the above, the standalone financial statements of the Company and the standalone financial statements of erstwhile Phoenix Lamps Limited as approved by respective Board of directors on May 29, 2017 and May 27, 2017 is considered for preparation of this financial statements.

* No provision has been made in these financial statements for these disputed duty, tax demands, as the management is confident based on favourable decision in similar cases, discussions with the advocate etc. that the matter will be ultimately decided in favour of the company.

The contingent liabilities disclosed above exclude liabilities pertaining to General Lighting business which are to be borne by Halonix Technologies Private Limited ("HTPL") to whom the business had been transferred in the Financial Year 2013-14, in accordance with the Business Transfer Agreement signed by the earstwhile Phoenix Lamps Limited with HTPL.

16. The Company has identified Micro and Small Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006. Particulars of dues to these parties are as under:

b. Defined Benefit Plans:

Gratuity - Funded and Unfunded Leave encashment - Unfunded

* The discount rate is based on the prevailing market yields of Government of India services as at the Balance Sheet date for the estimated term of the obligations.

** Expected return on plan assets represent the estimated return on plan asset with the LIC.

*** The assumption of future salary increases takes into account inflation, seniority, promotions and other relevant factors such as supply and demand in the employment market.

# Employee turnover percentage is the expected service of the employees in the future considered as average of all ages of the employees.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligations is to be settled. The Company expects to contribute '' 9.78 million (PY- 9.05 million) to Gratuity Fund in the next year.

17. Leases

The Company has taken various factory, residential and warehouse premises under operating lease agreements. These are generally cancellable and are renewable by mutually agreed terms. There are no restrictions imposed by lease agreements. There are no sub leases.

18. Segment Reporting

The Company has classified its products as Auto Components and hence operates in only one primary segment (business) as the products do not have any significantly different risk and returns. Secondary segmental reporting is based on the geographical location of customers. The following table shows the distribution of the Company''s consolidated sales by geographical market regardless of where the goods were produced and the carrying amount of trade receivable by geographical market.

Note:

(i) The Company has common fixed assets located in India for producing goods for domestic as well as overseas markets. Hence separate figures for fixed assets/additions to fixed assets have not been furnished.

(ii) Previous Year figures are given in brackets.

Party__Relationship_

Suprajit Automotive Private Limited Wholly owned subsidiary

Suprajit Europe Limited, U.K. Wholly owned subsidiary

Suprajit USA Inc. Wholly owned subsidiary

Phoenix Lamps Limited Subsidiary [till 31.03.2016 (until amalgamation)]

Luxlite Lamps SARL Luxembourg Subsidiary (after amalgamation w.e.f 01.04.2016)

Trifa Lamps Germany GmbH Subsidiary (after amalgamation w.e.f 01.04.2016)

K Ajith Kumar Rai (Chairman & Managing Director) Key Management Personnel

Mohan Chelliah (Executive Director) (upto 11th March 2017) Key Management Personnel

Mohan Srinivasan Nagamangala (WTD & CEO) Key Management Personnel (from 13th February 2017)

Medappa Gowda J (CFO & CS) Key Management Personnel Akhilesh Rai Relative of Key Management Personnel Ashutosh Rai Relative of Key Management Personnel Manjunath Rai K Relative of Key Management Personnel Hemavathi M Rai Relative of Key Management Personnel Ashok Kumar Rai Relative of Key Management Personnel Suprajit Foundation Enterprises owned or significantly influenced by Key __Management Personnel_

19. Pending receipt of appeal effect orders for the assessment years where appeals have been decided in favour of the Company by the Commissioner of Income Tax (Appeals) and/ or Income Tax Appellate Tribunal (ITAT), interest on income tax refund has not been recognized thereof as the amount is presently not reasonably determinable. Interest income on this refund shall be recognized in the year the appeal effect order is received from Income Tax Department.

(c) Particulars of Investments made:

(i) FY 2016-17

During the year, the Company has made investment in subsidiary in USA as mentioned in Note no. 7.3

20. Previous period figures have been rearranged/ reclassified where required to confirm to current year''s classification. However, due to amalgamation as mentioned in Note no 23.5 previous year figures are not strictly comparable with current year figures in this financial statements.

Mar 31, 2016

Notes on Fixed Assets

1. All the fixed assets except the land on lease are owned by the Company. The title deeds of the immovable properties are held in the name of the Company subject to charge created, in respect of such of immovable properties in favour of its bankers.

2. Additions to land on lease during the previous year Rs. 90,719,884/- represents:

a) Land allotted at Sanand, Charal Industrial Area, Ahmedabad, Gujarat by the Gujarat Industrial Development Corporation (GIDC) for a period of 99 years and registered in the name of the Company. Total consideration (including stamp duty and other charges) of Rs. 52,718,264/- has been paid during the previous year.

b) Land allotted at Chennai, SIPCOT Industrial Area, Tamilnadu by the State Industries Promotion Corporation of Tamilnadu (SIPCOT) for a period of 99 years and registered in the name of the company. Total consideration (including stamp duty and other charges) of Rs. 38,001,620/- has been paid during the previous year.

4. Borrowing costs capitalized during the year as per Note no. 20 is Rs. 7,903,689/-(PY - Rs. 5,041,938/-).

5. During the previous year, consequent to introduction of the Companies Act, 2013 (''the Act'') w.e.f. 1^st April, 2014 the Company has computed depreciation for the period 1^st April, 2014 to 31^st March, 2015 as required under the Schedule II of the Act and the depreciation of Rs. 4,028,033/- relating to the assets where the remaining useful life of the assets as on 1^st April, 2014 is Nil has been recognized in the opening balance of Surplus in Note 3.2.1 net of deferred tax asset of Rs. 1,369,128/-.

6. During the year, the management has identified certain individual plant and machinery to be impaired based on their condition and usage. The Company has provided provision for impairment in respect of these assets amounting to Rs. 1,334,189/- (PY - Nil).

7. During the year, the management has derecognized the Intangible assets (goodwill, brands and technical know-how) based on its assessment that no future economic benefits are expected to arise from its use.

8 During the year, the Company has acquired 17,352,176 Equity shares of Rs. 10/- each [14,289,843 Equity Shares (51% shareholding) at a consideration of Rs. 89/- per Share on 18^th June, 2015 15,021 Equity Shares (0.05 % shareholding) at a consideration of Rs. 100/- per share on 14^th August, 2015 and 3,047,312 Equity Shares (10.88% shareholding) at a consideration of Rs. 89/- per share on 9^th October, 2015] of Phoenix Lamps Limited. Accordingly, Phoenix Lamps Limited has become a subsidiary of the Company from 18^th June, 2015.

The Company has incurred a total expenditure of Rs. 80,841,344/- towards this acquisition, out of which Rs. 23,902,315/- relating to professional charges, have been capitalized as part of Cost of Investment in accordance with ''Accounting Standard 13 -Accounting for Investments''. Balance amount of Rs. 56,939,029/- relating to finance charges is recognized as an expenditure in accordance with ''Accounting Standard 16 - Borrowing Costs'' and is disclosed under the head ''Exceptional items'' in the Profit & Loss Statement in accordance with ''Accounting Standard 5 - Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies''.

9. Held against public deposits in pursuance of the requirements of applicable rules.

10. OTHER EXPLANATORY INFORMATION

11 In the opinion of the Board, none of the assets other than fixed assets and non-current investments have a value lower on realization in the ordinary course of business than the amount at which they are stated in the Balance Sheet.

12. Some of the trade receivables, trade payables, loans and advances are subject to confirmation/ reconciliation.

13. Suprajit Europe Limited, a Wholly Owned Subsidiary (WOS) was established in 2006 and has accumulated losses of Rs. 12,17,89,560/- (PY: Rs. 17,76,15,198/-) as at the year ended March 31st, 2016. During the year, the WOS has earned net profits and the management expects to have a sustained growth in revenue and profits in the foreseeable future. Hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a Corporate guarantee of GBP. 500,000 (PY: GBP.500,000) to the bankers of the WOS to fund its operations if required.

14 Full quantitative particulars giving item wise and location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are maintained for major assets in manual form.

15 The Boards of Directors of the Company and of Phoenix Lamps Limited, the Subsidiary Company, have approved a draft scheme of amalgamation of Phoenix Lamps Limited with the Company at their respective meetings held on April 18, 2016 and further steps have been initiated towards seeking the requisite statutory and regulatory approvals.

16 Segment Reporting

The Company has classified its products as Auto Components and hence operates in only one primary segment (business). Secondary segmental reporting is based on the geographical location of customers. The following is the distribution of the Company''s sale by geographical markets and segment assets which can be attributed to customers in such markets.

Notes:

Amounts shown as outstanding at the yearend in relation to fixed deposits accepted represent only the principal amount and the accumulated amount of interest accrued but not due is disclosed above.

* This Key Managerial Personnel is a related party as defined under the Companies Act, 2013 with effect from the current year. Hence, previous year figures are not disclosed.

17. Research & Development Expenditure

The expenses such as Salaries, Wages (included in Note No. 19), Materials and Consumables (incided in ''Cost of materials consumed'') are included in the respective head of accounts. Direct expenditure (included in Note No. 21) is disclosed under Research & Development Expenditure in the Profit & Loss Statement.

(vi) There are no amounts remitted in foreign currency during the current year and the previous year on account of dividend to non-resident shareholders. Amount of dividends to non-resident shareholders have been deposited into their designated Indian rupee accounts maintained with the banks in India.

18. Previous period figures have been rearranged/ reclassified where required to confirm to current year''s classification.

Mar 31, 2015

1 CORPORATE INFORMATION

Suprajit Engineering Limited ('the Company') is a public limited company and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Company is engaged interalia in the business of manufacturing of auto components consisting mainly control cables, speedo cables and other components for automobiles.

2 There are no shares that have been issued, subscribed and not fully paid up.

3 There are no forfeited shares.

4 There are no shares reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment.

5 The Company has not issued any securities convertible into equity/ preference shares.

6 Each holder of equity shares is entitled to one vote per share and there are no preferences or restrictions attaching to shares mentioned above.

The Company declares and pays dividend in Indian Rupees. The dividend proposed/declared by the Board of Directors is subject to approval/regularisation of the shareholders in the ensuing Annual General Meeting.

7 In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company after payment of all liabilities. The distribution will be in proportion to the number of equity shares held by the shareholders.

8 During the last five years ending on 31st March, 2015:

(i) No shares were allotted as fully paid up pursuant to contract(s) without payment being received in cash.

(ii) No bonus shares were alloted.

(iii) No shares were bought back.

9 Notes on Fixed Assets

1. All the fixed assets except the land on lease are owned by the Company.

2. Additions to land Nil (PY - RS. 20,693,190/-) represents additional consideration paid to Haryana State Industrial Development Corporation Limited (HSIDC) in respect of Company's land at Manesar, Haryana. The unpaid balance consideration of RS. 4,660,390/- (PY - RS. 12,415,914/-) has been disclosed under Note 5.3.6.

3. Additions to land on lease, Nil (PY - RS. 26,773,471/-) represents land allotted at Narasapura, Kolar Dist., Karnataka by the Karnataka Industrial Area Development Board (KIADB) under a lease cum sale arrangement with a right to purchase on fulfilment of certain conditions after the period of 10 years and the consideration towards such land and hence has not been amortised over the lease period. The Company has obtained possession of the land in May 2013. The lease deed is pending execution and the unpaid balance consideration of Nil (PY - RS. 9,731,351/-) has been disclosed under Note 5.3.6.

4. Additions to land on lease, RS. 91,360,180/- (PY - RS. Nil) represents:

a) Land allotted at Sanand, Charal Industrial Area, Ahmedabad, Gujarat by the Gujarat Industrial Development Corporation (GIDC) for a period of 99 years and registered in the name of the Company. Total consideration (including stamp duty and other charges) of RS. 53,358,560/- has been paid during the year.

b) Land allotted at Chennai, SIPCOT Industrial Area, Tamilnadu by the State Industries Promotion Corporation of Tamilnadu (SIPCOT) for a period of 99 years and registered in the name of the Company. Total consideration (including stamp duty and other charges) of RS. 38,001,620/- has been paid during the year.

5. Land on lease at various locations except as mentioned in Note No. 3 above are held on long term lease without right to acquire at the end of the lease period and the cost of such land is amortised over the period of the lease.

6. Borrowing costs capitalised during the year as per Note no. 20 is RS. 5,041,938/- (PY: Nil).

7. Consequent to introduction of the Companies Act, 2013 ('Act) w.e.f. 1st April, 2014, the Company has computed depreciation for the period 1st April, 2014, to 31st March, 2015, as required under the Schedule II of the Act and the depreciation of RS. 4,028,033/- relating to assets where the remaining useful life of the assets as on 1st April, 2014, is Nil has been recognised in the opening balance of Surplus in Note 3.2.1 net of deferred tax asset of RS. 1,369,128/-.

8. Depreciation computed for the period 1st April, 2014, to 31st March, 2015, in respect of fixed assets existing on 1st April, 2014 and debited to the Profit & Loss Statement in accordance with Schedule II of the Act is RS. 67,073,900/-. In case the Company had continued the depreciation as per the Companies Act 1956, the amount of depreciation debited to the Profit & Loss Statement would have been RS. 67,967,260/-. Hence the amount of depreciation debited to the Profit & Loss Statement for the current year is lower by RS. 893,360/- and the Net Written Down Value of fixed assets as at 31st March, 2015 and the profits for the year is higher by the same amount.

10 The investment in National Highway Authority of India bonds is maturing on 30th September, 2015 and is expected to be realized on maturity date and hence classified under current investments.

11 OTHER NOTES ON FINANCIAL STATEMENTS

1 In the opinion of the Board, none of the assets other than fixed assets and non-current investments have a value lower on realisation in the ordinary course of business than the amount at which they are stated in the Balance Sheet.

2 Some of the trade receivables, trade payables, loans and advances are subject to confirmation/ reconciliation.

3 Suprajit Europe Limited, a Wholly Owned Subsidiary (WOS) was established in 2006 and has accumulated losses of RS. 177,615,198/- (PY: RS. 191,982,094/-) as at the year ended March 31st, 2015. During the year, the WOS has earned net profits and the management expects to have a sustained growth in revenue and profits in the forseeable future. Hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a Corporate guarantee of GBP. 500,000 (PY: GBP.500,000) to the bankers of the WOS to fund its operations if required.

4 Full quantitative particulars giving item wise and location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarised format. However, item wise particulars are maintained for major assets in manual form.

5 During the year, the Company has acquired the assets and liabiliities of the automotive speedo cable division of M/s. Pricol Limited pursuant to a business transfer agreement on a slump sale basis for a total consideration of RS. 51,532,822/- (PY - Nil).

12 Contingent Liabilities and Commitments

Contingent Liabilities

Corporate Guarantees issued on 31.03.2015 31.03.2014 behalf of a subsidiary to their bankers 46,745,000 50,425,000 [GBP 500,000 (PY: GBP 500,000)]

Letter of credit outstanding - 105,598

Bond Executed in favour of customs 15,000,000 15,000,000

Bank Guarantee furnished to Tax Authorities for availing concessions 750,000 750,000

Other Bank Guarantees - 7,181,137 Statutory on account of - -Excise/Service Tax matters 432,920 432,920

Disputed Sales Tax/VAT matters in respect of the following years pending in appeal against which amounts mentioned in Note No 8.3 as 'Value Added Tax paid under protest' is paid under protest, disclosed under the head Long term advances - Others and stay has been granted by the authorities in respect of payment of balance demand*

* In respect of FY 2006-07, the amount paid under protest against the demand 33,750,469 - is RS. 800,000/-

* In respect of FY 2008-09, the amount paid under protest against the demand is RS. 2,000,000/- 31,085,990 -

* In respect of FY 2009-10, the amount paid under protest 28,667,182 - against the demand 28,667,182 - is RS. 800,000/-

STATEMANTS FOR THE YEAR ENDED 31 MARCH 2015

Contingent Liabilities 31.03.2015 31.03.2014 Disputed Income tax matters pending before Commissioner of Income Tax (Appeals) in respect of which amounts mentioned in Note no 8.3 as 'Income tax paid under protest' is paid under protest, disclosed under the head Long term advances-others*

* In respect of AY 2009-10 (FY 2008-09), the amount paid under protest against 903,430 - the demand is RS. 903,430/-

* In respect of AY 2010-11 (FY 2009-10) 4,515,160 -

8 In respect of AY 2013-14 (FY 2012-13) 421,460 -

Other sums for which the Company is contingently liable - 1,200,000

Total 161,850,151 74,989,057

* No provision has been made in these accounts for the above disputed duty, tax demands as the management is confident that the matter will be ultimately decided in favour of the Company.

Commitments

Estimated amount of contracts remaining to be executed on capital account 2,646,44,150 14,902,726 and not provided for (net of advances)

Total Contingent Liabilities and Commitments 426,494,301 89,891,783

The expenses such as Salaries, Wages (included in Note no. 19), Materials Consumables & Stores are included in the respective head of accounts and direct expenditure (Note no. 21) is disclosed under Research & Development Expenditure in the Profit and Loss Statement.

There are no amounts remitted in foreign currency during the current year and the previous year on account of dividend to non-resident shareholders. Amount of dividends to non-resident shareholders have been deposited into their designated Indian rupee accounts maintained with the banks in India.

13 Previous period figures have been rearranged/ reclassified where required to confirm to current year's classification.

Mar 31, 2014

CORPORATE INFORMATION

Suprajit Engineering Limited (''the Company'') is a public limited Company and is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Company is engaged interalia in the business of manufacturing of auto components consisting mainly control cables, speedo cables and other components for automobiles.

1 In the opinion of the Board, none of the assets other than fixed assets and non-current investments have a value lower on realisation in the ordinary course of business than the amount at which they are stated in the Balance Sheet.

2 Some of the trade receivables, trade payables, loans and advances are subject to confirmation/ reconciliation.

3 Suprajit Europe Limited (formerly Gills Cables Limited), a Wholly Owned Subsidiary (WOS) was established in 2006 and has accumulated losses of Rs.191,982,094/- (PY: Rs. 157,903,679/-) as at the year ended March 31st, 2014. The WOS has earned Profits before tax during the year and the management expects to have a sustained growth in revenue and Profits in the foreseeable future. Hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a Corporate guarantee of GBP. 500,000 (PY: GBP.500,000) to the bankers of the WOS to fund its operations if required.

4 Full quantitative particulars giving item wise and location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarised format. However, item wise particulars are maintained for major assets in manual form.

5 Exceptional item in the Profit & Loss Statement of the previous year represents Profit on sale of land and building situated at Doddaballapur, Karnataka.

(Amounts in Rs.)

31.03.2014 31.03.2013

6 Contingent Liabilities and Commitments

7 Contingent Liabilities

Corporate Guarantees issued on behalf of a subsidiary to their bankers [GBP 500,000 50,425,000 41,160,000 (PY: GBP 500,000)]

B-17 Bond Executed in favour of customs 15,000,000 15,000,000

Bank Guarantee furnished to Tax Authorities for availing concessions. 750,000 750,000

Other Bank Guarantees 7,181,137 -

Disputed Excise/ service tax dues pending in appeal * 432,920 544,160

Demand raised by VAT authorities disputed with Joint Commissioner of - 28,817,668 Commercial Taxes - Appeals (JCCT - Appeals) *

[Against this demand, a bank guarantee of amount of Nil (PY- Rs. 13,158,834/-) is furnished].

Other sums the Company is contingently liable * 1,200,000 -

Total 74,989,057 86,271,828

8 Segment reporting

The Company has classified its products as Auto Components and hence operates in only one primary segment (business). Secondary segmental reporting is based on the geographical location of customers. The following is the distribution of the Company''s sale by geographical markets and segment assets which can be attributed to customers in such markets.

9 Previous period figures have been rearranged/ reclassified where required to confirm to current year''s classification.

Mar 31, 2013

1.1 In the opinion of the Board, none of the assets have a value lower on realization in the ordinary course of business than the amount at which they are stated in the Balance Sheet.

1.2 Some of the trade receivables, trade payables, loans and advances are subject to confirmation/ reconciliation.

1.3 Suprajit Europe Limited (formerly Gills Cables Limited), a wholly owned Subsidiary (WOS) was established in 2006 and has accumulated losses of Rs. 157,903,679/- (PY: Rs. 135,775,985/-) as at the year ended March 31st, 2013. The WOS is near the cash break even level if exceptional items are excluded and the management expects the operations to be cash positive in the foreseeable future. Hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a Corporate guarantee to the bankers of the WOS to fund its operations if required.

1.4 Full quantitative particulars giving item wise and location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are maintained for major assets in manual form.

1.5 Exceptional item in the Profit & Loss Statement represents profit on sale of land and building situated at Doddaballapur.

(Amounts in Rs.)

31.03.2013 31.03.2012

1.6 Contingent Liabilities and Commitments

1.6.1 Contingent Liabilities

Corporate Guarantees issued on behalf of a subsidiary to their bankers [GBP 41,160,000 41,290,000 500,000 (PY: GBP 500,000)].

B-17 Bond Executed in favour of customs 15,000,000 15,000,000

Bank Guarantee furnished to Tax Authorities for availing concessions. 750,000 750,000

Disputed Excise/ service tax dues Pending in appeal * 544,160 1,434,040

Demand raised by VAT authorities disputed with Joint Commissioner of 28,817,668 - Commercial Taxes - Appeals (JCCT - Appeals).*

[Against this a bank guarantee amount of Rs.13,158,834/- (PY- Nil) is furnished Other sums for which the Company is contingently liable NIL 3,921,851

Total 86,271,828 62,395,891

* No provision has been made in these accounts for these disputed duty, tax demands as the management is confident that the matter will be ultimately decided in favour of the company.

1.6.2 Commitments

Estimated amount of contracts remaining to be executed on capital account and 16,558,382 95,051,147 not provided for (net of advances)

1.7 Employee Benefits:

Details of the employee benefits are given below.

a. Defined Contribution Plans:

During the year the following amounts have been recognised in the Profit and Loss Statement on account of defined contribution plans.

b. Defined Benefit Plans:

Gratuity - Funded

Compensated absences - Unfunded

Gratuity is a funded obligation and leave encashment is an unfunded obligation of the Company. The Company has provided for liability of gratuity and leave encashment based on an actuarial valuation under the projected unit credit method. Actuarial assumptions in determining such liability are given below:

1.8 Segment Reporting:

The Company has classified its products as Auto Components and hence operates in only one primary segment (business). Secondary segmental reporting is based on the geographical location of customers. The following is the distribution of the Company''s sale by geographical markets and segment assets which can be attributed to customers in such markets.

1.9 Previous period figures have been re-arranged / re-classified where required to confirm to current years'' classification.

Mar 31, 2012

1.1 In the opinion of the Board, none of the assets have a value lower on realization in the ordinary course of business than the amount at which they are stated in the Balance Sheet.

1.2 Some of the trade receivables, trade payables, loans and advances are subject to confirmation/ reconciliation.

1.3 Suprajit Europe Limited (formerly Gills Cables Limited), a wholly owned Subsidiary (WOS) was established in 2006 and has accumulated losses ofRs. 135,775,985/- (PY: Rs. 94,239,432/-) as at the year ended 31st March, 2012. The WOS is near the cash break even level if exceptional items are excluded and the management expects the operations to be cash positive in the foreseeable future. Hence, in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a Corporate guarantee to the bankers of the WOS to fund its operations, if required.

1.4 Full quantitative particulars giving item wise and location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are maintained for major assets in manual form.

(Amounts in Rs.)

31.03.2012 31.03.2011

1.5 Contingent Liabilities and Commitments

1.5.1 Contingent Liabilities

Disputed Excise/ Entry tax dues pending in appeal 1,434,040 1,434,040

Corporate Guarantees issued on behalf of a subsidiary to their bankers 41,290,000 36,450,000 [GBP 500,000 (PY: GBP 500,000)].

B-17 Bond Executed in favour of customs 15,000,000 10,000,000

Bank Guarantee furnished to Tax Authorities for availing concessions 750,000 2,276,168

Other sums for which the Company is contingently liable 3,921,851 3,921,851

Total 62,395,891 54,082,059

1.5.2 Commitments

Estimated amount of contracts remaining to be executed on capital account and 95,051,147 102,014,428 not provided for (net of advances)

Total Contingent Liabilities and Commitments 157,447,038 156,096,487

1.6 Employee Benefits:

Details of the employee benefits are given below.

b. defined Benefit Plans:

Gratuity - Funded

Compensated absences - Unfunded

1.7 Segment Reporting:

The Company has classified its products as Auto Components and hence operates in only one primary segment (business). Secondary segmental reporting is based on the geographical location of customers. The following is the distribution of the Company's sale by geographical markets and segment assets which can be attributed to customers in such markets.

1.8 Previous period figures have been rearranged/ reclassified where required to confirm to current year's classification and changes mandated by revised Schedule VI.

Mar 31, 2011

1. Contingent Liabilities

(Amounts in INR)

Amount as on Amount as on Sl. No. Particulars March 31,2011 March 31,2010

Estimated amount of contracts remaining to be 1 executed on capital account and not provided for(net 102,014,428 24,543,796 of advances)

Corporate Guarantees issued on behalf 2 of subsidiaries 36,450,000 34,470,000 to their bankers

Bank Guarantee furnished to Tax Authorities for 3 2,276,168 4,264,893 availing concessions.

4 Disputed Excise/Entry tax dues pending in appeal 1,434,040 1,434,040

5 B-17 Bond Executed in favour of customs 10,000,000 10,000,000

Other sums for which the Company is contingently 3,921,851 3,921,851 liable

2. Some of the sundry debtors, loans and advances and creditors are subject to confirmation.

3. In the opinion of the management, current assets, loans and advances have a value not less than what is stated in the accounts if realised in the ordinary course of business.

4. Gills Cables Limited, a wholly owned Subsidiary (WOS) was established in 2006 and has accumulated losses of Rs. 95,417,789/- (PY Rs.78,308,040/-) as at the year ended March 31 st, 2011. However the WOS has been making cash profits till the previous year and hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a letter of support to the WOS to fund its operations if required.

5. The Company was in the process of updating the fixed asset records/register in its ERP system which has been since completed. Full quantitative particulars giving item wise/location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008. The particulars of fixed assets acquired prior to this date have been updated in the ERP system in a summarized format. However, item wise particulars are maintained for major assets in manual form.

6. Segment Reporting

The Company has classified its products as Auto Components and hence operates in only one primary segment (business). Secondary segmental reporting is based on the geographical location of customers. The following is the distribution of the Companys sale by geographical markets and segment assets which can be attributed to customers in such markets.

7. Some of the previous years figures have been re-grouped to suit current years grouping.

Mar 31, 2010

1. Contingent Liabilities:

Sl No. Particulars Amount as on Amount as on March 31st, 2010 March 31st, 2009

1. Estimated amount of contracts 24,543,796 11,066,359 remaining to be executed on capital account and not provided for (net of advances)

2. Corporate Guarantees issued 34,470,000 60,890,000 on behalfof subsidiaries to their bankers

3. Letter of Credit Nil 1,094,430

4. Bank Guarantee furnished to Tax 4,264,893 4,164,893 Authorities

5. Disputed Excise / Entry Tax 1.434,040 1,510,202 dues pending in appeal

6. B - 17 Bond executed in favour of 10,000,000 10,000,000 Customs

7. Others sums for which the 3,921,851 3,921,851 Company is contingently liable

2. Some of the sundry debtors, loans and advances and creditors are subject to confirmation.

3. In the opinion of the management, current assets, loans and advances have a value not less than what is stated in the accounts if realised in the ordinary course of business.

4. During the year, part of the facilities being set up at Haridwar was completed and put to use, commercial production started during March, 2010. Direct administrative costs and borrowing costs as per AS-16 relatable to this facility have been capitalised.

5. Gills Cables Limited, a wholly owned Subsidiary (WOS) was established in 2006 and has accumulated losses of Rs. 78,308,040/- (PY Rs.70,960,866/-) as at the year ended March 31 st, 2010. However the WOS has been making cash profits during the current year as well as previous year and hence in the opinion of the management there is no permanent diminution in the value of the investment. The Company has provided a letter of support to theWOS to fund its operations if required.

6. As the proposed unit at Singur, West Bengal for manufacture & supply of companys products to a specific customer has been inordinately delayed due to reasons beyond control of the Company, certain expenses aggregating to Rs.6,418,789/- has been written off in the books of accounts.The management is confident of realising an amount not less than that at which rest of the assets relating to this unit are carried in the Balance Sheet.

7. The Company was in the process of updating the fixed asset records/register in its ERP system which has been since completed. It is found that full quantitative particulars giving item wise/location wise details of fixed assets are maintained in the ERP system in respect of additions made after 1.4.2008.The fixed assets particulars prior to this period have been updated in the ERP system in a summarised format. However additional particulars are available for major assets in manual form.

8. Foreign Currency Exposure:

9. Employee benefits:

i) Defined Contribution Plan:

During the year the following amounts have been recognised in the Profit and Loss Account on account of defined contribution plans.

ii) Defined Benefit Plans:

a. Gratuity- Funded

b. Compensated absences-Unfunded

*The assumption of future salary increases takes into account of inflation, seniority, promotions and other relevant factors such as supply and demand in the employment market.

II. Segment Reporting:

The Company has classified its products as Auto Components and hence operates in only one primary segment (business). Secondary segmental reporting is based on the geographical location of customers. The following is the distribution of the Companys sale by geographical markets and segment assets which can be attributed to customers in such markets.

Loans given to Suprajit Automotive Private Limited does not have fixed repayment schedule and interest charged is not below the rate prescribed U/s 372A of the Companies Act, 1956

The expenses such as Salaries, Wages, Materials and Consumables are included in the respective head of accounts and direct expenditure is disclosed under Research & Development Expenditure in the Profit and Loss Account.

10. Managerial Remuneration U/S 309 & 198(4) of the Companies Act

Computation of net profit in accordance with Section 349 of the Companies Act, 1956 for calculation of Commission payable to the Vice Chairman & Managing Director.

Vice-Chairman & Managing Directors Remuneration includes salary, perquisites and commission on Pre-tax profit under Section 198 of the Companies Act, 1956.

The overall remuneration of the Vice-Chairman & Managing Director is computed at 5% of the Net Profit of the Company under Section 198,309 and Schedule XIII to the Companies Act, 1956.

Mar 31, 2000

A) CONTINGENT LIABILITIES:

Demand of Income Tax for Rs. 29,36,497.00 in respect of the year 1995- 96 against the Company, not acknowledged as debt and not provided for, in respect of which the Company is in appeal.

b) The deferred sales tax and turnover tax liabilities are treated as secured and shown under secured loans.

c) The loans from Karnataka State Financial Corporation are secured by Mortgage of land and buildings and hypothecation of plant and machinery and also by the personal guarantee of Managing Director.

d) The Overdraft facility from Syndicate Bank is secured by hypothecation of stock of raw materials, semi-finished goods, stores, consumables, book- debts and by the personal guarantee of Managing Director.

e) The Company has made provision for Income Tax for the year 1999-2000 and paid the advance Income Tax.

f) Sundry creditors include Rs. 139.82 lakhs due to Small Scale and ancillary undertakings. There was no outstanding more than six months to Small Scale Industrial undertakings based on available information.

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