Notes to Accounts of Ambani Orgochem Ltd.

Mar 31, 2025

Terms of issue of Preference Share

The Redeemable Preference Shares (RPS) of the Company shall carry a preferential right over the Equity Shares with respect to the payment of dividend and repayment of capital. The RPS shall be non-participating in surplus funds and shall not participate in the surplus assets and profits of the Company remaining after full repayment of capital upon winding up. Holders of the RPS shall be entitled to a cumulative dividend at the rate of 12% per annum. The RPS shall be non-convertible into equity shares and shall carry voting rights only in accordance with the provisions of Section 47(2) of the Companies Act, 2013. The RPS shall be redeemable at par before the completion of its fifth anniversary from the date of allotment, with the Company having the option to redeem the same any time after the expiry of one year from the date of allotment during the RPS tenure. The RPS shall not be listed on any stock exchange.

Coversion of 6 Lakhs warrants into equity shares.

During the FY 23-24, the company had issued 41,26,000 warrants at an issue price ofRs. 80 each, against which the company received Rs. 8.25 crores as 25% upfront money in the said year. As per the terms of the issue, these warrants were due for conversion within 18 months from the date of issue of such warrants. During the FY 23-24, out of the total warrants issued, the company received full consideration for 6,26,000 warrants and the same were converted to Equity shares in that year. In FY 24-25, the company further received full consideration towards 6 Lakh warrants and the same has also been converted to equity shares during the year out of the balance 35 lakhs outstanding warrants which were pending for allotment. Company has forfeited the amount with respect to outstanding warrants which were not fully subscribed upto the due date.

Allotment of 12,60,000 Warrants

Pursuant to shareholder approval via Special Resolution in the Extra-ordinary General Meeting held on 9th January, 2025 and pursuant to passing of Board Resolution dated. 20th Febmary, 2025, the company has alotted 12,60,000 Warrants on Preferential basis to persons belonging to non-promoter category, at an issue price ofRs.90/- each (Rupees Ninety only) aggregating to Rs.11,34,00,000/- (Rupees Eleven Crore and Thirty Four Lakhs only), convertible into one equity share per warrant within the period of 18 months from the date of allotment, subject to the allottee(s) exercising their rights to convert the Warrants into equal number of Equity Shares. The company has received 25% consideration against these warrants from 17th February to 20th February.

*During the year, pursuant to the passing of Board Resolution and shareholder''s approval in the Extra-ordinary general meeting held on 20th Febuary 2025 ,the company has issued 12,60,000 warrants to non Promoter Entities. The expenditure towards issuance of such warrants i.e., Rs. 550,000/- being of capital nature, has been adjusted against the retain earning during the year.

** During the FY 23-24, the company had issued 41,26,000 warrants at an issue price of Rs. 80 each, against which the company received Rs. 8.25 crores as 25% upfront money in the said year. As per the terms of the issue, these warrants were due for conversion within 18 months from the date of issue of such warrants. During the FY 23-24, out of the total warrants issued, the company received full consideration for 6,26,000 warrants and the same were converted to Equity shares in that year. In FY 24-25, the company further received fult consideration towards 6 Lakh warrants and the same has converted into equity shares during the year. However, for the balance 29,00,000 warrants, the subscribers did not pay the balance 75% amount and hence the company forfieted an amount of Rs. 5.80 Crores which was the application money pending for allotment.

Note 31 Balances of Sundry Debtors, Sundry Creditors Assets, Loans & Advances and Deposits as on 31/3/2025 either debit or credit are subject to confirmation, reconciliation and adjustments, if any.

Note 32 In the opinion of the Board, Current Assets, Loans and Advances are approximately of the value stated in the Balance Sheet which would be realized in the ordinary course of business.

Note 33 The Board of Directors has waived off the board Meeting fees.

Note 34 Figures of the previous year have been regrouped / reclassified, wherever necessary to make them comparable with the figures under review.

Note 35 Dues to Micro and Small enterprises - As per Micro, Small) and Medium Enterprises Development Act, 2006

This information has been determined to the extent such parties have been identified on the basis of information available with Ihe Company:

a. The Organization been processor,importer,Supplier and Exporter of Chemical & Dyes used in the Painting and Textile Industry, which have similar risk and returns and

also similar market condrtions of demand and supply. All other activities of the company revolve around the main business; as such there are inherent natures of these activities are governed by the same set of risk and returns; these have been grouped as a single segment. The company does not have any other reportable as defined under the Accounting Standard 17 (AS-17) for segment reporting.

At the night of 10th February 2024, a fire incident occurred at the company''s Dahej factory where some part of building, Inventory and Machinery which were installed and available at the factory were lost by fire. The said factory was covered under insurance and the policies covered both of assets & Inventory being lost by fire along with “Loss of Profit” due to business interruption. The company has re-started the production in the said factory on 3rd February, 2025.

Against the insurance daim receivable of Rs. 2841.72 Lakhs towards material damage including Loss of profit of Fts. 190 Lakhs in the financial year 2024, the company during the current financial year filed the insurance daim for material damages to Property Plant and Equipment and inventories lost by fire and received 2048.64 Lakhs as final assessment amount on 26th March, 2025. The excess provision towards Insurance daim after netting off the swap sale amounting to Rs. 511.25 Lakhs has been debited to Profit & Loss account during the year.

Further, the Company is under process to file the daim towards “Loss of Profit" and is expecting the same to be filed in the next financial year i.e., FY 25-26. The Company has accounted for insurance claim receivable of Rs. 560 lakhs as at 31 March, 2025 for loss of profit related to business interruption as ''Extra-ordinary Income'' during the FY 24-25 on management estimate basis. The effect of difference if any, will be given after receipt of final daim amount towards Loss of Profit.

(a) The Company did not hold any benami property during the year.

(b) The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender.

(c) The Company did not have any transactions with struck off companies during the year under Section 248 or 560 of the Companies Act, 2013.

(d) No loans/advances were given to promoters, directors, KMPs & other related parties that were payable on demand or without specifying any terms &

(e) Neither any charges were created on the assets of the company during the year with the Registrar of companies nor was satisfaction of any charge pending beyond the stipulated period.

(f) The Company did not deal in any manner whatsoever with crypto currencyArirtual currency during the year.

(g) The Company has not advanced/ioaned/invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall:

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

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

(h) The Company has not received funds from any other person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) 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

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

(i) The Company neither declared nor paid any Dividend during the financial year.Hence, disclosure under provisions of Section 123 are not applicable.

0) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 such as search, survey or any other provisions of the Income Tax Act, 1961.

(k) The Company has used borrowings from Banks and Financial Institutions for the specific purpose for which it was obtained.

(l) Quarterly returns or statements of current assets filed by the Companywith Banks or Financial Institutions are in agreement with the books of accounts.

(m) The title deeds of all immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work in process are held in the name of the Company as at the Balance Sheet date.

(n) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(o) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

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Mar 31, 2024

J. Provision for Current and Deferred Tax

Provision for taxation is made on the basis of the taxable profits computed for the current accounting year in accordance with the provision contained in the Income-tax Act, 1961. Provision is also made for the deferred tax assets arising due to C/F losses & deferred tax liability arising due to the timing difference between profit computed as per the Income-tax and the financial statements. Net Deferred tax Assets resulting from the timing difference & losses are expected to crystallize in the future.

(i) RPS shall carry a preferential right vis-a-vis Equity Shares of the Company with respect to payment of dividend or repayment of capital,

(ii) RPS shall be non-participating in the surplus funds;

(Hi) RPS shall be non-participating in the surplus assets and profits which may remain after the entire capital has been repaid, on winding up of the company,

M Holders) of RPS shall be paid dividend at the rate of 12% p.a. on a cumulative basis;

(v) RPS shall not be convertible into equity shares;

(vi) RPS shall cany voting rights as per the provisions of Section 47(2) of the Act;

(vii) RPS shall be redeemable at par before completion of Hs 5th Anniversary from the date of allotment (RPS tenure). Notwithstanding the foregoing, the company will have the option to redeem the RPS after the expiry of one year from the date of allotment during RPS tenure, and

(viii) RPS shall not be listed.

Note 31 Balances of Sundry Debtors. Sundry Creditors Assets. Loans & Advances and Deposits as on 31/3/2024 either debit or credit are subject to confirmation, reconciliation and adjustments, if any.

Note 32 In the opinion of the Board, Current Assets, Loans and Advances are approximately of the value stated in the Balance Sheet which would be realized in the ordinary course of business.

Note 33 The Board of Directors has waived off the board Meeting fees.

Note 34 Figures of the previous year have been regrouped / reclassified, wherever necessary to make them comparable with the figures under review.

Note 35 Segment Reporting as per AS-17

a. The Organization been processor,importer,Supplier and Exporter of Chemical & Dyes used in the Painting and Textile Industry, which have similar risk and returns and also similar market conditions of demand and supply All other activities of the oompany revolve around the main business; as such there are inherent natures of these adivilies are governed by tile same set of risk and returns; these have been grouped as a single segment. The company does not have any other reportable as defined under the Accounting Standard 17 (AS-17) for segment reporting.

Note 43 Disclosure as per AS 15 for Gratuity Liability:-

Defined Contribution Plans Amount of Rs.1.97743 (PY Rs.8.04385) towards Gratuity and Provident Fund 29.80662 (PY Rs.20.70297) is recognized as an expenses & included in Salaries, PF employer Contribution & Bonusin Profit & Loss.

Defined Benefits plan and shortterm Employee benefits

Gratuity (Defined Benefits Plan)

The Company has a defined benefit gratuity plan. Every Employee who has completed Five years of service get a gratutiy on death or resignation or retirement at 15 days of salary (last drawn salary) for each completed year of service. The Gratuity has been provided on the basis of valuation provided by the actuary based on Projected Unit Credit Method.

Note 46 Note of Fire at Dahej Factory:-

At the night of 10th February 2024, a lire incident occurred at the company''s Dahej factory where some pari of building, Inventory and Machinery which were installed and available at the factory were lost by lire. The company had covered the said factory under insurance policies and covered such instances of assets & Inventory being lost by fire further the company also had an toss of Profit'' insurance policy.

The company is taking the help of a registered agency that is helping it to file the insurance claim with proper process and documentation. As of 31st Mach, 2024 the company was under process of filing the insurance claim for assets and inventories lost by fire. The company has prepared financials based on the proposal prepared by the registered agency claim amounting to the tune of FIs. 2841.72 Lakhs including GST (please refer the breakup below) for submission to the insurance company that it may receive in due course.

Insurance amount receivable as under towards;

a) Stock -317.20 Lakhs

b) Fixed Assets - 2334.52 Lakhs

c) Loss of Profit -190 Lakhs

Based on proposal prepared by the registered agency, the company has undertaken the following actions in the books of accounts as on the date of fire i.e., 10th February 2024

1. Ftemoved the cost & accumulated depreciation of assets destroyed by lire from the gross block of Fixed Assets schedule and from the total accumulated depreciation respectively.

2. For assets that are not completely destroyed by lire, and against which claims towards repairing cost is expected to be received based on the proposal, the company has neither deducted the cost nor it has removed their accumulated depreciation from the fixed assets schedule. The difference between the net cost of assets (After accumulated depreciation) and the insurance claim provisionally receivable is considered as ‘Gain due to insurance claim receivable towards assets lost by lire’.

3. The incidental expenses incurred by the company for defusing the fire, cleaning the site etc., the same has been grouped under ‘CW1P Dahej 3"

Signature to Note No. 1 to 46 forming part of the Balance Sheet and Statement of Profit & Loss.

As per our audit report ol even date.

As per our Report ol even date /&^aA*X\ For and on behpltof Board of Directors of

For Shambhu Gupta & Co. _ f, v, ..... AM8ANI ORGANICS LIMITED . /

FRNNo.:-007234C '' < ¦ . \ /) 1/ \./

Chartered Accountants --(!< Cl (I J _vVT

TsSM V «x Juoj CRH !•* i v W. RiWyShah Mrs. Apooni Shah

1 \*\ ₍vQ72''UC h) ft&pr Director

CA. Rajkumar Khatod VAT Jx/ '' DIN No. 00503116

Partner ^/ QrJ''t''S'''' \ '' O

Membership No. 133612

/^JrrBhavesh Pandya Mss. Vapnie Dangi

PlaceMumbai Chief Financial Officer Company Secretary

DatedJune 03rd 2024 _{M No} ^59975

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Mar 31, 2023

J. Provision for Current and Deferred Tax

Provision for taxation is made on the basis of the taxable profits computed for the current accounting year in accordance with the provision contained in the Income-tax Act, 1961. Provision is also made for the deferred tax assets arising due to C/F losses & deferred tax liability arising due to the timing difference between profit computed as per the Income-tax and the financial statements. Net Deferred tax Assets resulting from the timing difference & losses are expected to crystallize in the future.

Note 31 In the opinion of the Board, Current Assets, Loans and Advances are approximately of the value stated in the Balance Sheet which would be realized in the ordinary course of business.

Note 32 The Board of Directors has waived off the board Meeting fees.

Note 33 Figures of the previous year have been regrouped / reclassified, wherever necessary to make them comparable with the figures under review.

Note 34 Segment Reporting as per AS-17 :-

^a'' The Organization been processor,importer,Supplier and Exporter of Chemical & Dyes used in the Painting and Textile Industry, which have similar risk and returns and also similar market conditions of

demand and supply. All other activities of the company revolve around the main business; as such there are inherent natures of these activities are governed by the same set of risk and returns; these have been grouped as a single segment. The company does not have any other reportable as defined under the Accounting Standard 17 (AS-17) for segment reporting.

Signature to Note No. 1 to 44 forming part of the Balance Sheet and Statement of Profit & Loss.

As per our audit report of even date.

As per our Report of even date For and on behalf of Board of Directors of

For Shambhu Gupta & Co. AMBANI ORGANICS LIMITED

FRN No.:- 007234C Chartered Accountants

CA. Rajkumar Khatod Mr. Rakesh Shah Mrs. Apooni Shah

Partner Director Director

Membership No. 133612 DIN No. 00503074 DIN No. 00503116

UDIN :- 23133612BGTRBC7215

Place :- Mumbai

Dated :- May 30th 2023 Mr. Bhavesh Pandya Ms. Richa Chokhani

Chief Financial Officer Company Secretary

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Mar 31, 2018

Notes to Account

Note 27 Profit and loss from exceptional items:

	Exceptional Items	As at 31 March 2018	As at 31 March 2017
		Rs.	Rs.
Loss on sale of Motor Car			138,407
Prior Period Expenses		7,635	1,743,355
Total Rs.		7,635	1,881,762

Note 28 Contingent Liabilities:

Sr.No	Particular	2017-18	2016-17
(i)	Claims against the company not achnowledged	NIL	NIL
(ii)	Commitments, Estimated amount of contracts remaining to be executed on capital account and not provided for Tangible assets.	-	2,000,000

Note: The Income-tax assessment of the Company has been completed up-to assessment year 2015-16, The Company has been demanded to pay a tax liability of Rs. 65,950 & Rs. 67,600 for the F. Y. 2011-12 & 2012-13 respectively and same has been paid in FY 2017-18.

Note 29 Balances of Sundry Debtors, Sundry Creditors Assets, Loans & Advances and Deposits as on 31/3/2018 either debit or credit are subject to confirmation,

reconciliation and adjustments, if any. Note 30 In the opinion of the Board, Current Assets, Loans and Advances are approximately of the value stated in the Balance Sheet which would be realized in the ordinary course of business.

Note 31 The Board of Directors has waived off the board Meeting fees. Note 32 Figures of the previous year have been regrouped / reclassified, wherever necessary to make them comparable with the figures under review.

Note 33 Segment Reporting as per AS-17

a. The Organization been processor,importer,Supplier and Exporter of Chemical & Dyes used in the Painting and Textile Industry, which have similar risk and returns and also similar market conditions of demand and supply. All other activities of the company revolve around the main business; as such there are inherent natures of these activities are governed by the same set of risk and returns; these have been grouped as a single segment. The company does not have any other reportable as defined under the Accounting Standard 17 (AS-17) for segment reporting.

b. Geographical Segments as secondary segment:

Particular	2017-18	2016-17
Exports (Including duties & Taxes)	112,506,527	71,500,806
India (Including duties & Taxes)	644,645,740	512,684,878
Total	757,152,267	584,185,684

Note 34 Particulars of Remuneration to Statutory Auditors

(Amount In Rs.)

Particular	2017-18	2016-17
Audit Fees (Excluding Taxes)	80,000	70,000
Tax Audit (Excluding Taxes)	40,000	23,500
Fees for Certification Charges	5,870	-

Note 35 Details of Component of Raw material consumed

(Amount in Rs.)

Particular	2017-18		2016-17
	Value	Percentage	Value	Percentage
Indigenous	494,476,982	86%	367,972,255	84%
Imported	80,540,804	14%	71,847,257	16%
Total	575,017,787	100%	439,819,512	100%

Note 36 Expenditure In Foreign Currency

Particular	2017-18	2016-17
Commission	288,673	770,058

Note 37 Value of Imports and Exports

Particular	2017-18	2016-17
Value of Imports on GIF Basis	86,629,804	88,587,257
Value of Exports on FOB Basis	112,506,527	71,500,805

Note 38 Earnings In Foreign Currency

Particular	2017-18	2016-17
Towards Export of goods	87,554,370	71,279,584

Note 39 There are No Micro, small and Medium Enterprises to whom the company owes dues which are outstanding for more then 45 days during the period. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act 2006 has been determined to the extent such parties have been identified in the basis of information available with the company.

Note 40 Disclosure of related parties (As required by AS-18 Related party disclosure) List of key management personnel:

Reno.	Name of the Individual	Relationship
1	Mr Rakesh Shah	Key Management
2	Mrs Apooni Shah	Key Management
3	Mr Sharad Kothari	Key Management (From 12th Dec 2017)
4	Mr Aashay R Shah	Relative of Key Management

List of Subsidiary Company:-

Sn.	Name	Relation
1	Omega Woven Mills Pvt Ltd	Subsidiary Company
2	Om Maruti Glasswool & Wirenetting Products Pvt Ltd	Subsidiary Company

Disclosure of related party transaction (During the year):

(Amount in Rs.)

Sr.No.	Nature of transaction	Subsidiary Company	Key Management	Relative of Key Management/ Associate	Total
1	Salary	-	4,846,469	-	4,846,469
		-	(3,456,000)	(900,000)	(4,356,000)
2	Investment Made during the year	5,600,000	-	-	5,600,000
		(7,462,500)			(7,462,500)
3	Unsecured Loan Received		11,255,666	-	11,255,666
		-	(20,596,597)		(20,596,597)
4	Unsecured Loan Repayment		8,976,523	-	8,976,523
		-	(19,608,159)		(19,608,159)
5	Unsecured Loan given	10,248,163	-	-	10,248,163
		(6,913,579)			(6,913,579)
6	Equity Share Purchase of subsidiary Company		5,600,000	-	5,600,000
		-			-
7	Factory Rent Paid	300,000	-	-	300,000

Note- Figure in bracket represents last year data. Detail of Investment made in Subsidiary company:-______

No	Name	Amount
1	Om Maruti Glasswool & Wirenetting Products Pvt Ltd	5,600,000
	Total	5,600,000

Detail of transaction with Subsidiary company :-

No	Name	Unsecured Loan given	Rent Paid
1	Omega Woven Mills Pvt Ltd	696,303	-
2	Om Maruti Glasswool & Wirenetting Products Pvt Ltd	9,551,860	300,000
	Total Rs.	10,248,163	300,000

Detail of Salary and interest given to key managerial personnel:

(Amount in Rs.)

No	Name	Salary	Unsecured Loan Received	Unsecured Loan Repayment	Equity Share Purchase of subsidiary Company
1	Mr. Rakesh Shah	3,522,150	8,270,666	8,224,024	3,200,000
2	Mrs. Apooni Shah	1,205,319	2,985,000	752,499	2,400,000
3	Mr. Sharad Kothari	119,000	-	-	-
	Total Rs.	4,846,469	11,255,666	8,976,523	5,600,000

Disclosure of outstanding amount at year end:

(Amount in Rs.)

No	Name	Type of Transaction	Amount
1	Mrs. Apooni Shah	Unsecured Loan Received	5,634,776
2	Omega Woven Mills Pvt Ltd	Unsecured Loan Given	7,609,882
3	Om Maruti Glasswool & Wirenetting Products Pvt Ltd	Unsecured Loan Given	9,551,860

Note 41 In compliance with the Accounting Standard 22 relating to "Accounting for Taxes on Income" issued by the Institute of Chartered Accountant of India, the deferred tax liability accruing during the year has been recognized in the Profit and Loss Account.

Major components of the Deferred Tax Liability/Asset are as follows:-

(Amount in Rs.)

Particulars	Balance as on April 1, 2017 (DTA)	Arising during the year (P&L)	Balance carried forward (DTA)
Deferred Tax liability/Asset on account of timing difference in depreciation	6,257,200	(5,429,994)	827,206
Total	6,257,200	(5,429,994)	827,206

Note 42 Disclosure as per AS 15 for Gratuity Liability

Defined Contribution Plans Amount of Rs. 621275 (PY Rs. 474670) towards Provident Fund is recognized as an expenses & included in "Salaries, PF employer Contribution & Bonus" in Profit & Loss.

Defined Benefits plan and short term Employee benefits

Gratuity (Defined Benefits Plan)

The Company has a defined benefit gratuity plan. Every Employee who has completed Five years of service get a gratuity on death or resignation or retirement at 15 days of salary (last drawn salary) for each completed year of service. The Gratuity has been provided on the basis of valuation provided by the actuary based on Projected Unit Credit Method.

Date of Valuation	3/1/2018
Number of Member	68
Average Age	33.56
Average Monthly Salary	8243.46
Average Past Service	4.46
Mortality Rate	LIC (2006-08)
Withdrawal Rate	1% to 3% depending
Discount Rate	7.5% P.A.
Salary Escalation	4%

Result of Valuation

PV Of Past Service Benefit	1,199,279
Current Service Cost	170,723
Total Expenses recognised during the year	1,370,002

Particular	31-Mar-18
Gratuity Provision - Non Current	719,567
Gratuity Provision -Current	239,856

Signature to Note No. 1 to 42 forming part of the Balance Sheet and Statement of Profit & Loss.
As per our audit report of even date.
As per our Report of even date	For and on behalf of Board of Directors of
For Shambhu Gupta & Co.	AMBANI ORGANICS LIMITED (Formerly Known as Ambani Organics
FRN No.:-007234C	Private Limited)
Chartered Accountants

CA. Rajkumar Khatod	Mr. Rakesh Shah	Mrs. Apooni Shah
Partner	Director	Director
Membership No. 133612	DIN No. 00503074	DIN No. 00503116
Place :- Mumbai
Dated:- May, 02nd 2018
	Mr. Bhavesh Pandya	Ms. Honey Magia
	Chief Financial Officer	Company Secretary