Notes to Accounts of Nureca Ltd.

Mar 31, 2025

2.13 Provisions, contingent assets and contingent liabilities

Provisions

A provision is recognized if, as a result of a past event, the
Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation. If
the effect of the time value of money is material, provisions
are determined by discounting the expected future cash flows
at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability.
Where discounting is used, the increase in the provision due
to the passage of time is recognized as a finance cost.

The amount recognized as a provision is the best estimate of
the consideration required to settle the present obligation at
reporting date, taking into account the risks and uncertainties
surrounding the obligation. When some or all of the economic

benefits required to settle a provision are expected to be
recovered from a third party, the receivable is recognized as
an asset if it is virtually certain that reimbursement will be
received and the amount of the receivable can be measured
reliably.

Onerous contracts

A provision for onerous contract is recognised when the
expected benefits to be derived by the company from a contract
are lower than the unavoidable cost of meeting its obligation
under the contract. The provision is measured at the present
value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the
contract. Before a provision is established, the company
recognises any impairment loss on assets associated.
Contingent liabilities

Contingent liabilities are disclosed when there is a possible
obligation or present obligations that may but probably will
not, require an outflow of resources embodying economic
benefits or the amount of such obligation cannot be measured
reliably. When there is possible obligation or a present
obligation in respect of which likelihood of outflow of resources
embodying economic benefits is remote, no provision or
disclosure is made.

These are reviewed at each financial reporting date and
adjusted to reject the current best estimates.

Contingent assets

Contingent asset is not recognised in consolidated financial
statements since this may result in the recognition of income
that may never be realised. However, when the realisation of
income is virtually certain, then the related asset is not a
contingent asset and is recognized.

Provisions, contingent liabilities and contingent assets are
reviewed at each Balance Sheet date

2.14 Segment reporting

An operating segment is a component of the Company that
engages in business activities from which it may earn revenues
and incur expenses, including revenues and expenses that
relate to transactions with any of the Companyâs other
components, and for which discrete financial information is
available. All operating segmentsâ operating results are
reviewed regularly by the Companyâs Chief Operating Decision
Maker (CODM) to make decisions about resources to be
allocated to the segments and assess their performance.
The business of the Company falls within a single line of
business i.e. business of home healthcare and wellness
products. All other activities of the Company revolve around
its main business.

2.15 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows,
cash and cash equivalents include cash in hand, demand
deposits held with banks, other short-term highly liquid
investments with original maturities of three months or less
that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.

2.16 Statement of cash flows

Statement of cash flows is made using the indirect method,
whereby profit before tax is adjusted for the effects of

transactions of non-cash nature, any deferral accruals of past
or future cash receipts or payments and item of income or
expense associated with investing or financing of cash flows.
The cash flows from operating, financing and investing
activities of the Company are segregated.

2.17 Earnings per share

Basic earnings/(loss) per share are calculated by dividing the
net profit/(loss) for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding
during the year. The weighted average number of equity shares
outstanding during the period is adjusted for events of bonus
issue and share split. For the purpose of calculating diluted
earnings/ (loss) per share, the net profit or loss for the year
attributable to equity shareholders and the weighted average
number of shares outstanding during the year are adjusted for
the effects of all dilutive potential equity shares. The dilutive
potential equity shares are adjusted for the proceeds receivable
had the equity shares been actually issued at fair value (i.e.
the average market value of the outstanding equity shares).
Dilutive potential equity shares are deemed converted as of
the beginning of the year, unless issued at a later date. Dilutive
potential equity shares are determined independently for each
year presented. The number of equity shares and potential
dilutive equity shares are adjusted retrospectively for all years
presented for any share splits and bonus shares issues
including for changes effected prior to the approval of the
financial statements by the Board of Directors.

2.18 Equity

Incremental costs directly attributable to the issue of equity
shares are recognised as a deduction from equity. Income tax
relating to transaction costs of an equity transaction is
accounted for in accordance with Ind AS 12.

2.19 Derivative financial instruments - Forex Derivatives
Initial recognition and subsequent measurement

The Company uses derivative financial instruments, such as
forward contracts to hedge its foreign currency risks. Forex
derivative instruments entered by the Company has been
categorised Financial Assets or Financial Liabilities at Fair
Value Through Profit or Loss. Such derivative financial
instruments are initially recognised at book value on the date
on which a derivative contract is entered into and are
subsequently re-measured at fair value through profit or loss
(FVTPL). Derivatives are carried as financial assets when the
fair value is higher and as financial liabilities when the fair
value is lower. Any gains or losses arising from changes in the
fair value of derivative financial instrument are recognised in
the statement of profit and loss under the head other income.

2.19 Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (âMCAâ) notifies new standard or
amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to
time. On March 31, 2025, MCA has not notified any new
standards or amendments to the existing standards applicable
to the Company

Note:- As per approval of Honourable National Company Law Tribunal (âNCLTâ) for the scheme of arrangement (âSchemeâ) among
Nectar Biopharma Private Limited (demerged company) and Nureca Private Limited (resulting company) and their respective shareholders
and creditors under section 230 to 232 and other applicable provisions of the Companies Act 2013, with effect from appointed date of 1
April 2019, the Company had cancelled 10,000 shares and issued 1,000,000 shares for consideration other than cash on 10 June 2020.

e) Initial public offer

During the ended 31 March 2021, the Company had made Initial Public Offering of 2,500,175 equity shares of face value of Rs. 10 each
for cash consisting 2,496,675 equity shares to public other than employees at a price of Rs. 400 per equity share (including a share
premium of Rs. 390 per equity share) and 3,500 equity shares to the employees at a price of Rs. 380 per equity share (including a share
premium of Rs. 370 per equity shares) aggregating to Rs. 1000.00 million. These equity shares were allotted on 23 February 2021 and
the equity share of the Company got listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 25
February 2021.

b. Defined benefit plans
Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service
are entitled to specific benefit. The level of benefit provided depends on the memberâs length of service and salary retirement age. The
employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service. The same is payable on
termination of service or retirement or death whichever is earlier.

The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date
using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit
entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the
estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is
based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are
recognized immediately in the Other Comprehensive Income (OCI).

This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at
retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.

The above defined benefit plan exposes the Company to following risks:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit
obligation will tend to increase.

Salary inflation risk:

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and
retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination
of salary increase, discount rate and vesting criteria.

The following table sets out the status of the defined benefit plan as required under Ind AS 19 - Employee Benefits:

Notes:

a. The company measure investment to subsidiaries at cost. For quoted investment market value is taken as fair value.

c. Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount
due to the short term maturities of these instruments.

d. The Company has entered in future and options contract for shares during the current year. These derivative contracts are recognised
in other income at FVTPL and all outstanding contracts are marked to market as at year end.

There are no transfers between level 1, level 2 and level 3 during the years presented.

There has been no financial assets or financial liabilities that has been fair valued through OCI.

Note 38 - Financial risk management

Risk management framework

The Company is exposed to market risk, credit risk and liquidity risk. The Companyâs senior management oversees the management of
these risks. The Companyâs senior management is responsible to ensure that Companyâs financial risk activities which are governed by
appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Companyâs
policies and risk objectives. The board of directors reviews and agrees policies for managing companies exposure of market list,credit risk
and liquidity risk which are summarized 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 interest rate risk and currency risk financial instruments affected by market risk include trade receivables,
borrowings and investments measured at fair value through profit and loss account. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters while optimizing the return.

(a) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of change in
market interest rates. The Company does not expose to the risk of changes in market interest rates as there are no borrowings
expect vehicle loans.

(b) 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 Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to its operating
activities (when certain purchases and trade payables are denominated in a foreign currency).

The Company undertakes transactions denominated in foreign currencies and consequently, exposes to exchange rate fluctuations.
The Company does not enter into trade financial instruments including derivate financial instruments for hedging its foreign
currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk
management policy followed by the Company.

Exposure to currency risk :

The carrying amount of the Companyâs foreign currency denominated monetary assets and monetary liabilities at the end of each
reporting period are as follows:

Sensitivity analysis:

The following table details the Companyâs sensitivity to a 5% increase and decrease in the INR against relevant foreign currencies.
5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectations of the management
for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated
monetary items and adjust their transaction at the year end for 5% change in foreign currency rates. A positive number below
indicates a increase in profit or equity where the INR strengthens 5% against the relevant currency. For a 5% weakening of the
INR against the relevant currency, there would be a comparable impact on the profit or equity balance below would be negative.
This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at
the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact
of forecast sales and purchases.

Credit risk is the risk that counterparty 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. Management has a credit policy in place and the exposure to credit risk is monitored on an
ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

(a) Trade receivables

Customer credit risk is managed as per the Companyâs established policy, procedures and control relating to customer credit risk
management. Outstanding customer receivables are regularly monitored to ensure money is received regularly.

Based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays
in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade
receivable using lifetime expected credit loss. Individual receivables which are known to be uncollectible are written off by reducing
the carrying amount of trade receivable and the amount of the loss is recognized in the Statement of Profit and Loss within other
expenses.

(b) Cash and cash equivalents and deposits with banks

Credit risk on cash and cash equivalents and bank deposits is limited as the Company generally invests in deposits with banks
with high credit ratings assigned by domestic credit rating agencies.

The Company furnished security deposits to its lessor for obtaining the premises on lease and margin money deposits to banks.
The Company considers that its deposits have low credit risk or negligible risk of default as the parties are well established entities
and have strong capacity to meet the obligations. Also, where the Company expects that there is an uncertainty in the recovery of
deposit, it provides for suitable impairment on the same.

(d) Other financials assets

These asset are consider to be low credit risk as these parties / banks are well established entities and have strong capacity to
meet the obligations.

(iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without
incurring unacceptable losses. The Companyâs objective is to, at all times maintain optimum levels of liquidity to meet its cash and
collateral requirements. The Company closely monitors its liquidity position. The Company has maintained fixed deposit and made
investment in mutual fund to address any liquidity requirement and continue as a going concern.

(iv) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical
region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in
economic, political or other conditions. Concentrations indicate the relative sensitivity of the Companyâs performance to developments
affecting a particular industry. The Company has significant business through online market place portal and few distributors.(refer note
32C for sale to major parties)

Note 39- Capital risk management

(i) Risk Management

âFor the purpose of the Companyâs capital management, capital includes issued equity capital, and all other equity reserves attributable to
the equity holders of the Company. The primary objective of the Companyâs capital management is to maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, business strategies and
future commitments. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital
plus net debt. The Company includes within net debt, trade payables and borrowings and other liabilities, less cash and cash equivalents.

Note - 42 Other statutory information

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

(ii) The Company does not have any transactions with companies struck off in current financial year.

(iii) 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.

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

(v) 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

(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 Company shall: (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

(vii) The Company has not any 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

(viii) The Company has borrowings for vehicle loan from bank and there is no requirement to file the quarterly current asset stock statement
with bank.

(ix) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any
government authority.

(x) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(xii) The Company including the âCompanies in the Groupâ (as per the provisions of the Core Investment Companies (Reserve Bank)
Directions, 2016) do not have any Core Investment Company (âCICâ)

Note 44 (a)-Code on Social Security

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards
Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on
November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will
assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the
period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note 45-Subsequent Event

(a) Subsequent to the year end, the Company has purchased land amounting to INR 63.18 million from a third party for future expansion of
the business.

(b) The Board of Directors of the Holding Company, in its meeting dated May 5, 2025, has principally decided to approve the merger of
Nureca Technologies Private Limited (wholly owned subsidiary)with Nureca Limited (holding company) subject to necessary statutory
and regulatory approvals under applicable laws to be taken in due course.

For B S R & Co. LLP For and on behalf of Board of Directors of Nureca Limited

Chartered Accountants

Firm registration number: 101248W/W-100022

Ankush Goel Saurabh Goyal Aryan Goyal

Partner Managing Director Whole-time Director & CEO

Membership Number : 505121 DIN : 00136037 DIN : 00002869

Place: Guangzhou (China) Place: Guangzhou (China)

Date: 05 May 2025 Date: 05 May 2025

Naresh Gupta Nishu Kansal

Chief Financial Officer Company Secretary

Membership No.: 504198 Membership No.: A33372

Place: Gurugram Place: Chandigarh Place: Chandigarh

Date: 05 May 2025 Date: 05 May 2025 Date: 05 May 2025

Mar 31, 2024

f. The Company does not face liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

g. The Company has also taken certain office premises and office equipment on lease with contract terms within one year. These leases are short-term and/or leases of low-value items. The Company has elected not to recognize right-of-use-assets and lease liabilities for these leases. The expenses relating to short-term leases and /or leases of low-value items has been applied have been charged to the Statement of Profit and Loss .

Notes to the Standalone Financial Statements

for the year ended 31 March 2024 Note 6a - Loans	(Amount in ?million, unless otherwise stated)
	As at 31 March 2024	As at 31 March 2023
Loans to related parties	6.27	2.23
	6.27	2.23
Loan is given for working capital requirement to the related parties.
Note 6b - Other financial assets
	As at 31 March 2024	As at 31 March 2023
Non-current
Security deposits	2.92	2.79
Bank deposits		72.36
	2.92	75.15

	As at 31 March 2024	As at 31 March 2023
Current
Bank deposits due within twelve months	49.56	19.50
Security deposits	0.02	0.02
Receivable from online marketplace portals**	26.57	21.46
Advance given to broker for purchase of shares	7.13	-
	83.28	40.98
**Represent receivable in relation to sale made through online marketplace.
Note 7 -Other tax asset (net)
	As at 31 March 2024	As at 31 March 2023
(a) Non-Current
Advance income-tax (net of provision amounting to ? Nil (31 March 2023 156.11 million))	-	11.10
(b) Current
Advance income-tax		9.32
20.42
Note 8 - Inventories (At lower of cost and net realizable value)
	As at 31 March 2024	As at 31 March 2023
Stock-in-trade*#	287.58	328.25
	287.58	328.25

a) The above figure of inventory is net of write down of inventory cost to net realisable value during the year amounting

to ?8.76 millions (31 March 2023 ?3.60 millions).

140 I NURECALTD.

a) Rights, preferences and restrictions attached to equity shares

As per the memorandum of association, the Company''s authorized share capital consist of equity shares. All equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. Shareholders are entitled to one vote per equity share held in the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

Note:- As per approval of Honourable National Company Law Tribunal (''NCLT'') for the scheme of arrangement (''Scheme'') among Nectar Biopharma Private Limited (demerged company) and Nureca Private Limited (resulting company) and their respective shareholders and creditors under section 230 to 232 and other applicable provisions of the Companies Act 2013, with effect from appointed date of 1 April 2019, the Company had cancelled 10,000 shares and issued 1,000,000 shares for consideration other than cash on 10 June 2020.

e) Initial public offer

During the year ended 31 March 2021, the Company had made Initial Public Offering of 2,500,175 equity shares of face value of C10 each for cash consisting 2,496,675 equity shares to public other than employees at a price of C400 per equity share (including a share premium of C390 per equity share) and 3,500 equity shares to the employees at a price of C380 per equity share (including a share premium of C370 per equity shares) aggregating to C1000.00 million. These equity shares were allotted on 23 February 2021 and the equity share of the Company got listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 25 February 2021.

Nature of reserves

a. Capital reserve

Capital reserve is on account of the business combination under common control as per the Court approved scheme.

b. Security premium

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

c. Retained earnings

Retained earnings comprises of undistributed earnings after taxes.

Note:

(a) ''Term loan from bank. amounting to C4.01 million (31 March 2023: C Nil) carrying interest rate of 8.50% p.a. (31 March 2023: Nil) is secured by exclusive charge by way of hypothecation on Car. The loan is repayable in 60 (31 March 2023: Nil) equal monthly installments.

Also, the Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. The information regarding Micro Enterprises and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. Refer note 35 for the disclosure in respect of amounts payable to such enterprises as at year end that has been made in the financial statements based on information available with the Company.

# Refer note 35

Contract liabilities represents amount received from customers as per the terms of purchase order to deliver goods and expected sale return from the sale of goods. Once the goods are delivered and control is transferred to customers the same Is adjusted accordingly.

The amount of revenue C3.02 million (31 March 2023 C9.23 millions) recognised in the reporting period was included in the contract liability balance at the beginning of the period.

#During the previous years, the Company had incurred CSR expenditure in excess of the required limits as per Section 135 of the Companies Act. The Company recorded this expenditure as CSR asset since the Company had right to claim set off excess CSR expenditure against future CSR obligations for next three years as per the Act. In the current year, the Company has estimated the expected utilization against future CSR obligations for the balance time period and recorded CSR expenditure amount of CC5.3 million In the current year. Further, no CSR expenditure was required to be incurred as per Section 135 of the Act in the current year.

Note 32 - Segment information

The Board of directors of Nureca Limited takes decision in respect of allocation of resources and assesses the performance basis the reports/ information provided by functional heads and is thus considered to be Chief Operating Decision Maker(CODM).

The Company is engaged in home healthcare and wellness products mainly in the domestic market only which is considered to be a single business segment / geographical segment by CODM.

Considering the nature of Company''s business and operations, there are no separate reportable segments (business and/ or geographical) in accordance with the requirements of Ind AS 108 ''Operating Segments'' and hence, there are no additional disclosures to be provided other than those already provided in the financial statements.

b. Information about geographical areas

The geographical information analyses the Company''s revenues by the Company''s country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographic location of customers. The following is the distribution of the Company''s consolidated revenues and receivables by geographical market, regardless of where the goods were produced:

iii) Non-current assets

There are no non-current assets outside India.

c. Information about major customers

Revenue from two customer of the Company has covered more than 10% of total turnover. The name of the customer is KKOC C407.60 million (31 March 2023 : C347.05) and Online flipkart C 187.71 (31 March 2023 : C323.49) respectively, constitute more than 10% of the total revenue of Company.

Note 33 - Employee benefits a. Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, towards Provident Fund and Employee State Insurance Scheme (''ESI'') which are collectively defined as defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund and ESI are as follows:

b. Defined benefit plans Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service are entitled to specific benefit. The level of benefit provided depends on the member''s length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service. The same is payable on termination of service or retirement or death whichever is earlier.

The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are recognized immediately in the Other Comprehensive Income (OCI).

This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.

The above defined benefit plan exposes the Company to following risks:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Salary inflation risk:

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.

benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

iv. Actuarial assumptions

(i) Economic assumptions

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market yield available on the Government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate takes account of inflation, seniority, promotion and other relevant factors on long term basis.

Risk management framework

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is responsible to ensure that Company''s financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The board of directors reviews and agrees policies for managing each of these risks, which are summarized 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 interest rate risk and currency risk financial instruments affected by market risk include trade receivables, borrowings and investments measured at fair value through profit and loss account. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.

(a) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of change in market interest rates. The Company does not expose to the risk of changes in market interest rates as there are no borrowings.

(b) 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 exposure to the risk of changes in foreign exchange rates relates primarily to its operating activities (when certain purchases and trade payables are denominated in a foreign currency).

The Company undertakes transactions denominated in foreign currencies and consequently, exposes to exchange rate fluctuations. The Company does not enter into trade financial instruments including derivate financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk management policy followed by the Company.

a. The company has elected to measure the investment to subsidiaries at cost. For quoted investment market value is taken as fair value.

c. Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.

d. The Company has entered in future and options contract for shares during the current year. These derivative contracts are recognised in other income at FVTPL and all outstanding contracts are marked to market as at year end.

There are no transfers between level 1, level 2 and level 3 during the years presented.

There has been no financial assets or financial liabilities that has been fair valued through OCI.

Sensitivity analysis:

For a 5% weakening of the INR against the relevant currency, there would be a comparable impact on the profit or equity balance below would be negative. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

(ii) Credit risk

Credit risk is the risk that counterparty 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. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

(a) Trade receivables

Customer credit risk is managed as per the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.

Based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount of trade receivable and the amount of the loss is recognized in the Statement of Profit and Loss within other expenses.

(b) Cash and cash equivalents and deposits with banks

Cash and cash equivalents of the Company are held with banks which have high credit rating. The Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

(c) Security deposits

The Company furnished security deposits to its lessor for obtaining the premises on lease and margin money deposits to banks. The Company considers that its deposits have low credit risk or negligible risk of default as the parties are well established entities and have strong capacity to meet the obligations. Also, where the Company expects that there is an uncertainty in the recovery of deposit, it provides for suitable impairment on the same.

(d) Other financials assets

These asset are consider to be low credit risk as these parties / banks are well established entities and have strong capacity to meet the obligations.

(iii) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position. The Company has maintained fixed deposit and made investment in mutual fund to address any liquidity requirement and continue as a going concern.

(iv) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company''s performance to developments affecting a particular industry. The Company has significant business through online market place portal and few distributors.(refer note 32C for sale to major parties)

Note - 40 Other statutory information

Note 38- Capital risk management (i) Risk Management

For the purpose of the Company''s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions, business strategies and future commitments. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, trade payables and borrowings, less cash and cash equivalents.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to maintain investor, creditor and market confidence and to sustain future development of the business.

(ii) Dividend not recognised at the end of the year

Subsequent to the year end, the Board of Directors has not recommended payment of final dividend for the financial year ended 31 March 2024.

Note 39- Contingent liabilities and commitments (to the extent not provided for) (a) Claims against Company not acknowledged as debts
Particulars	As at 31 March 2024		As at 31 March 2023
Income tax matters		0.21	0.21

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

(ii) The Company does not have any transactions with companies struck off in current financial year.

(iii) 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.

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

(v) 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

(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 Company shall: (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

(vii) The Company has not any 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

(viii) The Company has borrowings for vehicle loan from bank and there is no requirement to file the quarterly current asset stock statement with bank.

(ix) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any government authority.

(x) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(xii) The Company including the "Companies in the Group" (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) do not have any Core Investment Company ("CIC")

No tax expense has been accrued in financial statements for the tax demand raised. The Company is contesting the demand and the management believes that the ultimate outcome of the proceeding will not have a material adverse effect on the company''s financial position and results of operations.

The Company has lodge certain civil cases against other parties including distributors and believe that the ultimate outcome of the proceeding will not have a material adverse effect on the company''s financial position and results of operations of the Company.

# Pursuant to judgement by the Hon''ble Supreme Court dated 28 February 2019, it was held that basic wages for the purpose of provident fund, to include special allowances which are common for all employees. However there is uncertainty with respect to the applicable of the judgement and period from which the same applies. The Company has estimated the impact of the same from post 28 February 2019 and recognized in the financial statement. Owing to the aforesaid uncertainty and pending clarification from the authority in this regard, the Company has not recognized any provision for the period prior to date of judgement. Further management also believes that the impact of the same on the Company will not be material.

Note 42-Code on Social Security

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Mar 31, 2021

(Amount in INR million, unless otherwise stated)

* The equity shares and basic/diluted earnings per share has been presented to reflect the adjustments for issue of bonus shares during the year in accordance with Ind AS 33 - Earnings per Share. The bonus issue resulted in allotment of 6,000,000 new equity shares. Total number of equity shares after bonus allotment is 7,000,000 equity shares.

Note 31 - Segment information

The Company is engaged in trading of home healthcare and wellness products in the domestic market only which is considered to be a single business segment / geographical segment.

The Company is in the business of trading of home healthcare and wellness in the domestic market only through online portal. Considering the nature of Company''s business and operations, there are no separate reportable segments (business and/ or geographical) in accordance with the requirements of Ind AS 108 ''Operating Segments'' and hence, there are no additional disclosures to be provided other than those already provided in the financial statements.

iii) Non-current assets

The Company has common non-current assets for business in domestic and overseas markets. Hence, separate figures for non-current assets/ additions to property, plant and equipment have not been furnished.

c. Information about major customers (from external customers)

For year ended 31 March 2021, 2 customer of the Company constituted more than 10% of the total revenue of Company amounting to INR 1,214.62, 31 March 2020: 1 customer of the Company constituted more than 10% of the total revenue of Company amounting to INR 352.71.

Note 32 - Employee benefits

a. Defined contribution plans

b. Defined benefit plans Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service are entitled to specific benefit. The level of benefit provided depends on the member''s length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service. The same is payable on termination of service or retirement or death whichever is earlier.

The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are recognized immediately in the Other Comprehensive Income (OCI).

This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.

The above defined benefit plan exposes the Company to following risks:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

Salary inflation risk:

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk:

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same methods (present value of defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

** During the year ended 31 March 2021, purchase of stock-in-trade from Nectar Life Sciences Limited of INR 234.77 million (31 March 2020: INR Nil and 1 April 2019: INR Nil) were made through the Company''s agent Nectar Biopharma Private Limited and revenue from operation (net of return) from Nectar Life Sciences Limited of INR (5.67) (31 March 2020: INR Nil and 01 April 2019: INR Nil) were made through the Company''s Agent Nectar Biopharma Private Limited. Accordingly, the balance outstanding towards Nectar Biopharma Private Limited as at 31 March 2021 includes INR Nil (31 March 2020: INR Nil and 1 April 2019: INR Nil) further payable towards Nectar Life Sciences Limited for the aforesaid purchase of stock-in-trade.

E. Terms and conditions of transactions with related parties

The transaction with related parties are made on terms equivalent to those that prevail in arm''s length transactions and within ordinary course of business.

Outstanding balances at the year-end are unsecured and interest free except borrowings and settlement occurs in cash.

F. Dissociation with Mr. Sanjiv Goyal, Mrs. Raman Goyal and Nectar Life Sciences Limited

Pursuant to a family settlement, Mr. Saurabh Goyal (Promoter and Managing Director), Mr. Aryan Goyal (Chief Executive Officer) and their families disassociated from their parents Mr. Sanjiv Goyal and Mrs. Raman Goyal. The family settlement was effected by way of family partition deed dated 10 September 2020 entered into Mr. Saurabh Goyal, Aryan Goyal from their parents Sanjiv Goyal and Mrs. Raman Goyal in relation to the separation of assets and businesses. Sanjiv Goyal is the promoter and director in a pharmaceutical company known as Nectar Life Sciences Limited.

Pursuant to the family settlement, Mr. Saurabh Goyal and Mr. Aryan Goyal, by way of their letters dated 1 October 2020 and 30 September 2020 respectively addressed to the Board of Directors of Nectar Lifesciences Limited, SEBI, BSE and National Stock Exchange, have intimated that their shareholdings in Nectar Lifesciences Limited have been transferred to Mr. Sanjiv Goyal and his HUF by way of gift and expressed that they intended to be ceased from being classified as members of the promoter group of Nectar Lifesciences Limited. The Company has been legally advised that transactions of the Company with Mr. Sanjiv Goyal or Mrs. Raman Goyal or entities controlled by them are required to be considered for the purposes of disclosures under Ind AS 24 and also under provision of the Companies Act, 2013 and SEBI LODR, as applicable.

G. Appointment of Nectar Biopharma Private Limited as an agent

On 9 May 2020, the Company entered into an agreement with Nectar Biopharma Private Limited to facilitate the operations of the Company in accordance with the applicable laws in India, with effect from 23 May 2020 (i.e. the effective date of the scheme of arrangement) until such time that the Company is able to fulfill all legal formalities including but not limited to transfer of relevant licenses and obtaining requisite approvals from appropriate authorities. Under this agreement, Nectar Biopharma Private Limited would act as agent of the Company and be responsible for procurement of goods, provision of business support services and further sale of goods on behalf of the Company for which Nectar Biopharma Private Limited is entitled to commission fees based on a percentage of sales and purchases made on behalf of the Company and service fee based on cost of services rendered which are considered to be at arms length.

Accordingly, the Company has recognized revenue from sales of products and purchase of stock in trade on gross basis and inventory held by Nectar Biopharma Private Limited at reporting date as its own inventory since the Company is the principal for the transaction. In doing so, the Company has evaluated that it controls the goods before it is transferred to the customer and considered that it has the primary obligation to fulfil the contract, inventory risk, pricing discretion and other factors to determine that it controls the goods and therefore is acting as a principal.

H. Search and Seizure

Search and seizure operations under section 132 of the Income Tax Act, 1961 / Section 37 A of the Wealth Tax Act, 1957 were carried out by the income tax department from 13 December 2020 to 15 December 2020 at residences of the Company''s Promoter Saurabh Goyal, members of the Promoter Group Aryan Goyal, Payal Goyal and Smita Goyal in the case of "Nectar Life Sciences Limited alongside Sanjiv Goyal, Raman Goyal, Aryan Goyal, Saurabh Goyal, Payal Goyal and Smita Goyal". During the course of the search and seizure operations, the income tax authorities impounded certain items such as cash, jewellary and ornaments. Also refer to note 33F above which explain in detail the dissociation arrangement entered between with Sanjiv Goyal, Raman Goyal and Nectar Life Sciences Limited.

Further, Search and seizure operations under section 132 of the Income Tax Act, 1961 / Section 37 A of the Wealth Tax Act, 1957 were carried out by the income tax department on 13 December 2020 at the residence of one of the Company''s Director Rajinder Sharma in the case of Nectar Life Sciences Limited and Avensis Exports Private Limited. During the course of the search and seizure operations, the income tax authorities impounded a mobile set.

As on the date of approval of these financial statements, none of the Company''s promotors, members of promoter group or directors have received further communication and / or notice from the income tax authorities in relation to the abovementioned search and seizure proceedings. The management believes that the transactions of the Company are fully compliant with the relevant provisions of the Income Tax Act, 1961 and hence, no provision is required for any tax liability.

Note 34 - Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondences with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of amounts payable to such enterprises as at the year end has been made in the Standalone Financial Statements based on information available with the Company as under:

a. The carrying value of investment in Nureca Electronics Private Limited was INR 2,000/-. Fair value of this investment is not considered to be material and Nureca Electronics Limited ceased to exist on 03 December 2019.

b. Fair valuation of the loans and borrowings is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Subsequent measurements of all assets and liabilities is at amortised cost, using effective interest rate (EIR) method. Further, in accordance with amendment Ministry of Corporate Affairs notified in Ind AS 113 on 30 March 2019, fair value measurement of lease liabilities is not required.

c. Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these instruments.

There are no transfers between level 1, level 2 and level 3 during the years presented.

Note 36 - Financial risk management Risk management framework

(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 interest rate risk and currency risk financial instruments affected by market risk include trade receivables, borrowings and investments measured at fair value through profit and loss account. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.

(a) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of change in market interest rates. The Company does not expose to the risk of changes in market interest rates as Company''s long and short term debt obligations are of fixed interest rate.

(b) Currency risk

The Company undertakes transactions denominated in foreign currencies and consequently, exposes to exchange rate fluctuations. The Company does not enter into trade financial instruments including derivate financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk management policy followed by the Company.

Sensitivity analysis:

The following table details the Company''s sensitivity to a 5% increase and decrease in the INR against relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectations of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjust their transaction at the year end for 5% change in foreign currency rates. A positive number below indicates a increase in profit or equity where the INR strengthens 5% against the relevant currency. For a 5% weakening of the INR against the relevant currency, there would be a comparable impact on the profit or equity balance below would be negative. This analysis is performed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

(ii) Credit risk

Credit risk is the risk that counterparty 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. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

(a) Trade receivables

Based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss. Individual receivables which are known to be uncollectible are written off by reducing the carrying amount of trade receivable and the amount of the loss is recognized in the Statement of Profit and Loss within other expenses.

(b) Cash and cash equivalents and deposits with banks

The Company furnished security deposits to its lessor for obtaining the premises on lease and margin money deposits to banks. The Company considers that its deposits have low credit risk or negligible risk of default as the parties are well established entities and have strong capacity to meet the obligations. Also, where the Company expects that there is an uncertainty in the recovery of deposit, it provides for suitable impairment on the same.

(v) Risk related to COVID-19

The Company has considered possible effect that may result from pandemic relating to COVID-19 on the carrying amount of property, plant and equipment, inventories, receivables, other current assets and on its assessment relating to going concern. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company as at the date of approval of these financial statements has used internal and external sources on the expected future performance of the Company, including the Company''s performance from July 2020 onwards which has been better than expectations considering the increase in demand in the home healthcare and wellness products. The Company has performed sensitivity analysis on the assumptions used and based on current estimates expects the carrying amount of these assets will be recovered with no consequential impacts on its assessment related to going concern. The impact of Covid - 19 on the Company''s financial statement may differ from that estimated as at the date of approval of these financial statements.

Note 37 Capital risk management (i) Risk Management

''For the purpose of the Company''s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximize the shareholder value.

(b) Dividend not recognised at the end of the year

Subsequent to the year end, the Board of Directors have recommended payment of final dividend of INR 2 per share (20 percent of the face value of the equity share of Rs. 10 each) for the financial year ended 31 March 2021. The proposed dividend is subject to the approval of shareholders in the ensuring general meeting.

Note 38 - Business combination

The Company had taken the effect of demerger as per the scheme of arrangement (''Scheme'') among Nectar Biopharma Private Limited (demerged company) and Nureca Private Limited (resulting company) and their respective shareholders and creditors under section 230 to 232 and other applicable provisions of the Companies Act 2013, which has been sanctioned by the Honorable National Company Law Tribunal, Mumbai vide its order dated 29 April 2020.

The Scheme had become effective on 23 May 2020 ("Effective dateâ) on filing of certified copy of the order with the Registrar of Companies. The appointed date from which the Scheme was operative was 1 April 2019 (the "appointed dateâ) and the effect of the same had been considered in the IGAAP financial statements for the year ended 31 March 2020.

Pursuant to the scheme of demerger, certain portion of business activities of the demerged company as defined in Scheme along with all related assets, liabilities, employees, rights, powers. etc. including its investment in the subsidiary Nureca Inc (''Specified Undertaking'') was transferred by Nectar Biopharma Private Limited from the appointed date of 1 April 2019. The said demerger has been accounted as a common control business combination in line with the principles prescribed under Ind AS 103 "Business Combinationsâ. Accordingly, the Scheme has been given effect by combining all assets and liabilities of the specified undertaking of the demerged company with the assets and liabilities of the resulting company at their carrying amounts and preserving the identity of the reserves in the same form as they appeared in the financial statements of the demerged company.

As an integral part of the Scheme, and, upon the coming into effect of the Scheme, the authorized share capital of the resulting company shall automatically stand increased, without any further act, instrument or deed on the part of the resulting company, such that upon the coming into effect of this Scheme, the authorized share capital of the resulting company shall be I NR 10,000,000/- (Rupees ten millions only) divided into 1,000,000 (one million) equity shares of I NR 10 (Rupee Ten Only). Consequently, Clause V of the Memorandum of Association of the resulting company shall, upon the coming into effect of this Scheme and without any further act or deed, be and stand altered, modified and substituted pursuant to Sections 13, 61 and 230 to 232 and other applicable provisions of the Act, as the case may be, in the manner set out below and be replaced by the following clause:

"V The Authorized Share Capital of the Company is lNR. 10,000,000 (Rupees ten millions only) divided into 1,000,000 (one million) Equity Shares of INR. 10/ (Rupees ten millions only) each.â

Upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the certain portion of business activities of the demerged company in the resulting company in terms of Part II of the Scheme, the resulting company shall, without any further act or deed, issue and allot to the equity shareholders of the demerged company, whose name is recorded in the register of members or records of the depositories as members of the demerged company, on the Record Date, 1 (one) equity share of INR 10/- (Rupee ten only) each of the resulting company credited as fully paid-up for every 1(one) equity share of INR 10/- (Rupee ten only) each held by such shareholder of demerged company ("New Equity Sharesâ).

It is clarified that no cash consideration shall be paid by the resulting company to the demerged company or its

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Note (a) : In accordance with the terms of the scheme, the demerged company has retained certain assets and liabilities in its books for the sake of convenience and towards facilitating a single point of contact for realization of assets and discharge of liabilities to third persons Accordingly, the demerged company has recognized a net receivable / payable from/to the resulting company.

Note 39 - Share issue expenses

During the year the company has made Initial Public Offering of 2,500,175 equity shares of face value of Rs. 10 each for cash consisting 2,496,675 equity shares to public other than employees at a price of Rs. 400 per equity share (including a share premium of Rs. 390 per equity share) and 3,500 equity shares to the employees at a price of Rs. 380 per equity share (including a share premium of Rs. 370 per equity shares) aggregating to Rs. 1000.00 million.

The proceeds from IPO were Rs. 967.79 million. (Gross of issue related expenses Rs. 1000.00 million).

The equity shares of the company were listed on National Stock Exchange of India Limited (NSE) via ID NURECA and BSE Limited (BSE) via ID 543264 on 25 February 2021.

Note 40-Fi rst time ad option

The Statement of balance sheet of the Company as at 31 March 2021, the Statement of profit and loss, the Statement of changes in equity and the Statement of cash flows for the period ended 31 March 2021 have been prepared under Indian Accounting Standards (''Ind AS'') notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) Rules, 2016 and other relevant provisions of the Act, to the extent applicable.

I. Exemptions applied:

1. Mandatory exceptions:

a) Estimates

On assessment of the estimates made under the previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there is no objective evidence of an error in those estimates. However, estimates that were required under Ind AS but not required under previous GAAP are made by the Company for the relevant reporting dates reflecting conditions existing as at that date. Key estimates considered in preparation of financial statements that were not required under the previous GAAP are listed below:

- Fair valuation of financial instruments carried at FVTPL.

- Determination of the discounted value for financial instruments carried are amortised cost.

- Impairment of financial assets based on the expected credit loss model.

b) Classification and meas urement of financial assets:

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as at the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

2. Optional exemptions:

a) Deemed cost for property, plant and equipment

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statement as at the date of transition to Ind AS, measured as per previous GAAP and used that as its deemed cost as at the date of transition after making necessary adjustment for decommissioning liabilities. Accordingly, the Company has elected to measure all of its property, plant and equipment at their previous GAAP carrying value as at transition date 1 April 2019. For the purpose of standalone financial statements for the year ended 31 March 2021, 31 March 2020 and 1 April 2019 the Company has provided the depreciation based on the estimated useful life of respective years.

b) Leases

The Company has adopted Ind AS 116 by applying exemption provided under Ind AS 101. Following approach is followed on transition date (1 April 2019) when applying Ind AS 116 initially: i) lease liability is recognized, for leases which were previously classified as operating leases, by measuring the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application.

ii) a right-of-use assets is recognized at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the Statement of assets and liabilities immediately before the date of initial application.

The Company also applied the available practical expedients wherein it:

a) Used a single discount rate to a portfolio of leases with reasonably similar characteristics

b) Applied the short-term leases exemptions to leases with lease term that ends within 12 months at the date of initial application

c) Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application

V. Notes to first time adoption a Leases

Under previous GAAP, lessee classified a lease as an operating or a finance lease based on whether or not the lease transferred substantially all risk and rewards incident to the ownership of an asset. Operating lease were expensed in the statement of profit and loss. Under Ind AS 116, all arrangement that fall under the definition of lease except those for which short-term lease exemption or low value exemption is applied, the Company has recognized a right-of-use assets and a lease liability on the lease commencement date. Right-of-use assets is amortised over the lease term on a straight line basis and lease liability is measured at amortised cost at the present value of future lease payments.

b Financial assets measured at amortised cost

Under previous GAAP, the security deposits paid for lease rent are shown at the transaction value. Whereas under Ind AS, the same are initially discounted and subsequently recorded at amortized cost at the end of every financial reporting year. Accordingly, the difference between the transaction and discounted value of the security deposits paid is recognized as right-of- use assets and is amortized over the period of the lease term .Further, interest is accreted on the present value of the security deposits paid for lease rent.

c Right to return

Under Ind AS 115, a refund liability for the expected refunds to customers is recognized as adjustment to revenue as refund liability in other current liabilities. At the same time, the Company has a right to recover the product from the customer where the customer exercises his right to return and recognizes an asset and a corresponding adjustment to changes in inventories. The asset is measured in reference to the former carrying amount of the product. The costs to recover the products are not material because the customer usually returns the product in a saleable condition.

d Remeasurements of th e defined benefit pl ans reclassified toO CI

Under Previous GAAP, the Company recognized remeasurement of defined benefit plans under Statement of Profit and Loss. Under Ind AS, remeasurement of defined benefit plans arerecognized immediately in the standalone financial statements with a corresponding debit or credit to retained earnings through OCI.

e Deferred tax assets (net)

Under Previous GAAP, deferred taxes were recognized for the tax effect of timing differences between accounting profit and taxable profit for the year using the income statement approach. Under Ind AS, deferred taxes are recognized using the balance sheet for future tax consequences of temporary differences between the carrying value of assets and liabilities and their respective tax bases. The above difference, together with the consequential tax impact of the other Ind AS transitional adjustments and restatement adjustments lead to temporary differences. Deferred tax adjustments are recognized in correlation to the underlying transaction either in retained earnings or through other comprehensive income.

VI. Regrouping / reclassification

Appropriate adjustments have been made in the Standalone Ind AS Financial Statements, wherever required, by a reclassification of the corresponding itemsof income, expenses, assets, liabilities and cash flows in order to bring them in line with the Ind AS presentation requirements.

These amendments does not have any impact on the standalone Ind AS financial statements.

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