Notes to Accounts of OCCL Ltd.

Mar 31, 2025

a. Terms, rights and preferences attached to equity shares

The Company has one class of equity share having a par value of H2 each (previous year H10 each). Each holder of equity is entitled to one vote per share held. Dividend, if any, proposed by the Board of Directors is subject to approval of shareholders in an annual general meeting except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential payments, in proportion to their shareholding.

(i) Capital Reserve

This reserve is created against cancellation of equity shares to give effect to the Scheme of Arrangement. The reserve will be utilised in accordance with the provisions of the Companies Act, 2013.

(ii) General Reserve

General reserves acquired on account of demerger has been utilized for issuance of equity shares.

(iii) Retained Earnings

Retained earnings represents undistributed profits of the Company which can be distributed to its equity shareholders in accordance with the provisions of the Companies Act, 2013.

Security:

Cash credit, packing credit and bill discounting are secured by first pari passu charge on entire current assets of the Company and second pari passu charge over the entire property, plant and equipment at Mundra SEZ Unit and first pari passu charge on entire property, plant and equipment of the Company at Dharuhera unit.

^A The unsecured inter-corporate loan carried interest at the rate of 8.8% per annum, which has been adjusted pursuant to the implementation of the Scheme of Arrangement (Refer Note 39).

The Company has recognised deferred tax assets on MAT Credit Entitlement. The Company has concluded that the deferred tax assets on MAT Credit Entitlement will be recoverable using the estimated future taxable income based on the business plans. MAT Credit Entitlements can be carried forward for specific period as per tax regulations and the Company expects to recover the same within prescribed period.

(ii) The Company is primarily in the business of manufacturing of Chemicals . All sales are made at a point in time and revenue recognised upon satisfaction of the performance obligations which is typically upon dispatch. The Company has a credit evaluation policy based on which the credit limits for the trade receivables are established, the Company does not give significant credit period resulting in no significant financing component.

28.2 Capital Commitments		(H in Lakh)
Particulars	As at	As at
	March 31, 2025	March 31, 2024
a) Estimated amount of Contracts remaining to be executed on Capital Account (Net of advances) not provided for	188.18	-

29 EMPLOYEE BENEFITS

The Company participates in defined contribution and benefit schemes, the assets of which are held (where funded) in separately administered funds. For defined contribution schemes the amount charged to the statements of profit or loss is the total of contributions payable in the year.

a) Defined Contribution Plans

The Company makes contributions towards provident fund and pension scheme to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.

28	CONTINGENT LIABILITIES AND COMMITMENTS
28.1 Contingent liabilities		(H in Lakh)
Particulars March 31, 2025		As at
		March 31, 2024
a)	The Company has no contingent liabilities
b)	The Company has received a notice from the Stamps Authority, Gandhinagar, invoking Section 31 of the Gujarat Stamp Act, 1958, for determination of Stamp Duty on demerger of Chemical business to the Company (refer note 39). The Company is contesting the valuation. Pending final determination of valuation, it is not practicable for the Company to estimate the timings of cash outflows, if any. The Company does not expect the outcome of aforesaid notice to have a materially adverse effect on its financial position.

b) Other long term benefits

The Compensated absences cover the Company liability for earned leave. The provision of H225.83 Lakh and H82.77 Lakh (Previous year : HNil) is presented as non- current and current respectively as per actuarial valuation. Expected amount towards settlement of Leave for the next 12 months are H82.77 Lakh (Previous year : HNil). Amount recognized as an expense and included in Note No. 21 Item "Compensated Absences"H61.56 Lakh (Previous year HNil ).

c) Defined benefits plans - as per actuarial valuation

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service subject to maximum of H20 Lakh at the time of separation of from the company. Gratuity liability is being contributed to the gratuity fund formed by the Company.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at March 31,2025. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

XII. Description of Risk Exposures:

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow -

Economic Assumptions :The discount rate and salary increase rate are the key financial assumptions and should be considered together; it is the difference or ''gap'' between these rates which is more important than the individual rates in isolation.

Discount Rate : The discounting rate is based on the gross redemption yield on Government securities. The term of the risk free investments has to be consistent with the estimated term of benefit obligations.

Salary Escalation Rate : The salary escalation rate usually consists of at least three components, viz. regular increments, price inflation and promotional increases. In addition to this any commitments by the management regarding future salary increases and the Company''s philosophy towards employee remuneration are also to be taken into account. Again, a long-term view as to the trend in salary escalation rates has to be taken rather than guided by the escalation rates experienced in the immediate past, if they have been influenced by unusual factors.

Attrition Rate / Withdrawal Rate : Past experience indicates the current level of attrition. The assumption may incorporate the company''s policy towards retention of employees, historical data & industry outlook.

Mortality Rate : Mortality Table (IALM) 2012-2014, as issued by Institute of Actuaries of India, for the valuation.

Investment Risk : If Plan is funded then assets liabilities mismatch & actual investment return on assets lower than the discount rate assumed at the last valuation date can impact the liability.

a) Transactions during the year have been disclosed excluding GST, where applicable.

b) All related party transactions entered during the year were in ordinary course of the business. During the year, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.

c) Outstanding balances at the year-end are unsecured and interest free except loan received.

31 SEGMENT REPORTING

According to Ind AS 108, identification of operating segments is based on Chief Operating Decision Maker (CODM) approach for making decisions about allocating resources to the segment and assessing its performance. The board of directors which are identified as a CODM, consist of managing director, joint managing director and independent directors. The Board of directors of Company assesses the financial performance and position of the Company and makes strategic decisions. The business activity of the company falls within one broad business segment viz. "Chemicals". There are no separate reportable segments under Ind AS 108 "Operating Segments" notified under the Companies (Indian Accounting Standard) Rules, 2015. Hence, the disclosure requirement of Ind AS 108 of ''Segment Reporting'' is not considered applicable.

B. Information about geographical areas

The geographical information analyses the Company''s revenue 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 revenues and receivables by geographical market, regardless of where the goods were produced:

iii) Non-current assets

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

C. Information about major customers

For the year ended March 31,2025, two customers of the Company constituted more than 10% of the total revenue of Company (March 31,2024, no customer of the Company constituted more than 10% of the total revenue of Company).

32 FINANCIAL INSTRUMENTS

Financial instruments - Fair values and risk management

The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

B. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are:

a. Recognised and measured at fair value and

b. measured at amortised cost and for which fair values are disclosed in the financial statements

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

The table shown above analysis financial instruments carried at fair value, by valuation method. The different levels have been defined below:

Level 1 Hierarchy includes financial instruments measured using quoted prices. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2 The fair value of financial instruments that are not traded in an active market (for example, over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3 If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

There are no transfers between level 1 and level 2 during the year.

(iii) Valuation technique used to determine fair value:

The following methods and assumptions were used to estimate the fair values:

a. Fair value of cash and bank and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

b. Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows usinc rates currently available for debt on similar terms and remaining maturities.

c. Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the use of net assets value for investments in unquoted mutual funds and equity securities

- the fair value of forward foreign exchange contracts is determined as per valuation provided by the bank

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

^A The above investment has been classified under Level 3 of the fair value hierarchy due to the absence of observable market inputs. However, as the investee entity is yet to commence its operations and no active market exists for such instruments, the investment has been measured at cost. Accordingly, no fair value gain or loss has been recognised in the financial statements. Further, since the valuation is based on cost therefore sensitivity analysis is not significant.

33 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES A Risk Management Framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors has established the processes to ensure that executive management controls risks through the mechanism of property defined framework.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the board annually to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s Audit Committee oversees compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular reviews of risk management controls and procedures, the results of which are reported to the Audit Committee. ”

The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Market risk; and

- Liquidity risk

i. Credit risk

The Company evaluates the customer credentials carefully from trade sources before extending credit terms and credit terms are extended to only financially sound customers. The Company secures adequate advance from its customers whenever necessary and hence risk of bad debt is limited. The credit outstanding is sought to be limited to the sum of advances and

credit limit determined by the Company. The Company have stop supply mechanism in place in case outstanding goes beyond agreed limits.

Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry.

Trade receivables are consisting of a large number of customers. The Management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. The Company''s review includes market check, industry feedback, past financials and external ratings, if they are available. Sale limits are established for each customer and reviewed periodically.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.

In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties. The ageing analysis of the receivables has been considered from the date the invoice falls due.

a) Foreign Currency risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, AED and EURO. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the rupee cash flows of highly probable forecast transactions by hedging the foreign exchange inflows on regular basis. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to reduce foreign exchange risk exposures and follows its risk management policies to mitigate the same. After taking cognisance of the natural hedge, the company takes appropriate hedges to mitigate its risk resulting from fluctuations in foreign currency exchange rate(s).

The unit follows established risk management policies of the company, including the use of derivatives to hedge its exposure to foreign currency fluctuations on foreign currency assets/liabilities. The counter party in these derivatives are banks and the unit considers the risks of non-performing by the counterparty as non-material.

Against old outstanding, the Company has provision for expected credit loss of Nil (previous year Nil).

During the year, the Company has made no write-offs of trade receivables and it does not expect to receive future cash flows or recoveries from collection of cash flows previously written off.

Investments

Investments are reviewed for any fair valuation loss on a periodic basis and necessary provision/fair valuation adjustments have been made based on the valuation carried by the management to the extent of available sources and the management does not expect any investee entities to fail to meet its obligations. Investments of surplus funds are made primarily in units of mutual funds. These mutual funds have low credit risk.

Cash and bank balances

Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and domestic rating agencies.

Others

Other than trade receivables and others reported above, the Company has no other material financial assets which carries any significant credit risk.

ii Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as commodity price risk and equity price risk. Financial instruments affected by market risk include trade payables, trade receivables, borrowings, etc.

b) Interest Rate Risk and Sensitivity

The Company''s exposure to the risk of changes in market interest rates relates primarily to debts. To protect itself from the volatility prevailing, the Company maintain its long term borrowing on fixed interest rate through derivative instruments for borrowings in foreign currency, in which it agrees to exchange at specific intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed upon principal amount.

c) Commodity price risk

Commodity price risk for the Company is mainly related to fluctuations in rate of Sulphur which is linked to various external factors, thereby impacting the production cost of the Company. Since the Sulphur is one of the primary costs drivers, any adverse price fluctuation may lead to drop in operating margin. To manage this risk, the Company has multiple suppliers. Additionally, material requirement, processes and policies to mitigate price fluctuation risks are reviewed and controlled by senior management and the procurement team.

iii Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected future cash flows. This is generally carried out in accordance with practice and limits set by the Company. These limits vary by location to take into account requirement, future cash flow and the liquidity in which the entity operates. In addition, the Company''s liquidity management strategy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

36 Capital management

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. 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 primary objective of the Company''s capital management is to maximize the shareholder value. The Company''s primary objective when managing capital is to ensure that it maintains an efficient capital structure and healthy capital ratios and safeguard the Company''s ability to continue as a going concern in order to support its business and provide maximum returns for shareholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. No changes were made in the objectives, policies or processes during the year ended March 31,2025 and March 31, 2024 . For the purpose of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves. Net

37 LEASES

a. The Company recognizes the expenses of short-term leases on a straight-line basis over the lease term. During the year, expenses of H155.50 Lakh (previous year H1.21 Lakh) related to short-term and low value leases were recognised.

b. On March 31,2025, lease liabilities were H555.95 Lakh (Previous Year : HNil). The corresponding interest expense for the year ended March 31, 2025 was H34.43 Lakh (Previous Year HNil). The portion of the lease payments recognized as a reduction of the lease liabilities and as a cash outflow from financing activities amounted to HNil for the year ended March 31,2025 (Previous Year HNil).

38 Events occuring after balance sheet date

The Board of Directors has proposed a dividend of H1.50 (Full value) (Previous year HNil) (Full value) per equity share of H2 each and the total proposed dividend amounts to H749.26 Lakh (Previous year HNil) and same is subject to approval of shareholders at the ensuing Annual General Meeting.

39 ACCOUNTING OF SCHEME OF ARRANGEMENT

The Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Bench, and the National Company Law Appellate Tribunal (NCLAT), New Delhi, through their orders dated April 10, 2024, and May 27, 2024, respectively, approved the Scheme of Arrangement ("the Scheme") under Sections 230-232 of the Companies Act, 2013, between Oriental Carbon & Chemicals Limited ("Demerged Company"), the Company, and their respective shareholders and creditors. As per the Scheme, the Chemical business of the Demerged Company was transferred to the Company on a going concern basis. This Scheme has been accounted for based on the appointed date, as defined in the Scheme (i.e., July 1,2024 being the date of filing the certified copy of the Scheme with the Registrar of Companies), which serves as the acquisition date for the accounting of business combinations under common control as per Ind AS 103, "Business Combinations," and the General Circular issued by the Ministry of Corporate Affairs (MCA) on August 21,2019, which mandates accounting treatment from the appointed date. As consideration for the demerger, the Company has issued 4,99,50,460 equity shares of H2 each, aggregating H999.01 Lakh, to the shareholders of the Demerged Company as of the record date i.e. July 1, 2024, in a 1:1 swap ratio. This involves issuing 5 equity shares of H2 each by the Company for every 1 equity share of H10 each held in the Demerged Company. The Company''s Equity Shares have been listed on Bombay Stock Exchange and National Stock Exchange of India as required by the Scheme with effect from October 29, 2024.

41 OTHER STATUTORY INFORMATION

a. Utilisation of Borrowed funds and share premium

The Company have not advanced or loaned or invested funds during current and in previous financial period to any other person(s) or entity (ies), 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.

The Company have not received any fund during current and in previous financial period from any persons or entities with the understanding (whether recorded in writing or otherwise) that the Unit 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."

b. Undisclosed Income

The Company does not have any transactions 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 during the current and in previous periods (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961) in current and previous financial period.

c. Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the current and in previous financial period.

d. Core Investment Company (CIC)

The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. The Group has one CIC as part of the Group.

e. As on March 31,2025, one entity is considered an associate of the Company as defined by section 2(6) of the Companies Act,2013. However, there are no subsidiaries, joint ventures, or associates in accordance with Ind AS-28, therefore the Company is not required to prepare consolidated financial statements.

f. Details of Benami Property held

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Properties Transactions Act, 1988 and rules made thereunder.

g. Wilful Defaulter

The Company is not declared wilful defaulter by any bank or financial institution or Government or any Government authority in current periods and in previous financial period.

h. Compliance with number of layers of companies

The Company has no subsidiary, therefore clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable on the Company.

i. Registration of charge or satisfaction with Registrar of Companies

The Company does not have any charges or satisfaction which are yet to be registered with ROC beyond the statutory period.

j. Relationship with struck off Companies

The Company does not have any transactions with Companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956 during current and in previous financial year.

k. The Ministry of Corporate Affairs (MCA) has prescribed requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in accounting software, except for audit trail feature at the database level to log any direct data changes. Further, there are no instance of audit trail feature being tampered and the audit trail has been preserved by the company as per the statutory requirements for record retention.

l. 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 draft rules for the Code on Social Security, 2020 have been released by the Ministry of Labour and Employment on November 13, 2020.

The Company is in the process of assessing the additional impact on Provident Fund contributions and on Gratuity liability contributions and will complete their evaluation and give appropriate impact in the financial statements in the period in which the rules that are notified become effective.

m. The provisions of section 135 of the Companies Act, 2013 towards Corporate Social Responsibility is not applicable to the Company.

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Mar 31, 2024

c) Provisions, contingent liabilities and
contingent assets

Provisions are recognised when present obligations
as a result of a past event will probably lead to an
outflow of economic resources and amounts can be
estimated reliably. Timing or amount of the outflow
may still be uncertain. A present obligation arises
when there is a presence of a legal or constructive
commitment that has resulted from past events, for
example, legal disputes or onerous contracts.
Provisions are not recognised for future operating
losses.

Provisions are measured at the estimated
expenditure required to settle the present obligation,

based on the most reliable evidence available at the
reporting date, including the risks and uncertainties
associated with the present obligation. Provisions are
discounted to their present values, where the time
value of money is material.

Any reimbursement that the Company can be
virtually certain to collect from a third party with
respect to the obligation is recognised as a separate
asset. However, this asset may not exceed the amount
of the related provision.

All provisions are reviewed at each reporting date
and adjusted to reflect the current best estimate.

In those cases where the outflow of economic
resources as a result of present obligations is
considered improbable or remote, no liability is
recognised.

Contingent liability is disclosed for:

• Possible obligations which will be confirmed
only by future events not wholly within the
control of the Company or

• Present obligations arising from past events
where it is not probable that an outflow of
resources will be required to settle the obligation
or a reliable estimate of the amount of the
obligation cannot be made.

Contingent assets are not recognised. However, when
inflow of economic benefits is probable, related asset
is disclosed.

d} Earnings per share

Basic earnings per equity share is computed by
dividing net profit after tax by the weighted average
number of equity shares outstanding during the year.
Diluted earnings per equity share is computed by
dividing adjusted net profit after tax by the aggregate
of weighted average number of equity shares and
dilutive potential equity shares during the year.

e) Cash and cash equivalents

Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand, cheques on hand
and short-term deposits with an original maturity of
three months or less, which are subject to an
insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short-term
deposits, as defined above.

f) Fair value measurement

In determining the fair value of its financial
instruments, the Company uses a variety of methods
and assumptions that are based on market conditions
and risks existing at each reporting date. The
methods used to determine fair value include
discounted cash flow analysis, available quoted
market prices and dealer quotes. All methods of
assessing fair value result in general approximation
of value, and such value may never actually be
realized. For financial assets and liabilities maturing
within one year from the Balance Sheet date and
which are not carried at fair value, the carrying
amounts approximate fair value due to the short
maturity of these instruments.

Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date, regardless of whether that price
is directly observable or estimated using another
valuation technique. In estimating the fair value of an
asset or a liability, the Company takes into account
the characteristics of the asset or liability, if market
participants would take those characteristics into
account when pricing the asset or liability at the
measurement date.

In addition, for financial reporting purposes, fair
value measurements are categorized into Level 1, 2
or 3 based on the degree to which the inputs to the
fair value measurements are observable and the
significance of the inputs to the fair value
measurement in its entirety, which are described as
follows:

Level 1 inputs are quoted prices /net asset value
[unadjusted) in active markets for identical assets or
liabilities that the company can access at the
measurement date;

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

Level 3 inputs are unobservable inputs for the asset
or liability.

g) Financial instruments

Initial recognition and measurement

Financial assets and financial liabilities are
recognized when the Company becomes a party to
the contractual provisions of the financial

instrument. Financial instrument are measured
initially at fair value adjusted for transaction costs,
except for those carried at fair value through profit or
loss which are measured initially at fair value.

Subsequent measurement

Financial assets carried at amortised cost

A financial asset is measured at the amortised cost, if
both the following conditions are met:

• The asset is held within a business model whose
objective is to hold assets for collecting
contractual cash flows, and

• Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI] on the
principal amount outstanding.

After initial measurement, such financial assets are
subsequently measured at amortised cost using the
effective interest rate (EiRJ method.

Impairment of financial assets

in accordance with Ind AS 109, the Company applies
expected credit loss (ECL) model for measurement
and recognition of impairment loss for financial
assets. ECL is the weighted-average of difference
between all contractual cash flows that are due to the
Company in accordance with the contract and all the
cash flows that the Company expects to receive,
discounted at the original effective interest rate, with
the respective risks of default occurring as the
weights. When estimating the cash flows, the
Company is required to consider:

• All contractual terms of the financial assets
(including prepayment and extension] over the
expected life of the assets.

• Cash flows from the sale of collateral held or
other credit enhancements that are integral to
the contractual terms.

De-recognition of financial assets: A financial asset
is primarily de-recognised when the contractual
rights to receive cash flows from the asset have
expired or the Company has transferred its rights to
receive cash flows from the asset.

Non-derivative financial liabilities

Subsequent to initial recognition, all non-derivative
financial liabilities are measured at amortised cost
using the effective interest method.

De-recognition of financial liabilities: A financial
liability is de-recognized when the obligation under
the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by
another from the same lender on substantially
different terms or the terms of an existing liability are
substantially modified, such an exchange or
modification is treated as the de-recognition of the
original liability and the recognition of a new liability.
The difference in the respective carrying amounts is
recognised in the statement of profit or loss.

h) Standards issued but not yet effective

Ministry of Corporate Affairs ("MCA"] notifies new
standard or amendments to the existing standards
under Companies (Indian Accounting Standards]
Rules as issued from time to time. During the year
ended March 31,2024, MCA has not notified any new
standards or amendments to the existing standards
applicable to the Company.

Note 14 : Financial risk management objectives and policies

The Company is exposed to liquidity risk. The Company''s management oversees the management of
this risk. The management reviews and agrees policies for managing each of this risks, which are
summarised below.

Note 14A : Liquidity Risk

The table below summarises the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments.

Note 14B : Interest rate risk

The Company does not have exposure to the risk of changes in market interest rates as the Company''s
borrowings are at fixed interest rates.

Note 15 : Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, share
premium and all other equity reserves attributable to the equity holders of the company. The primary
objective of the Company''s capital management is to maximise the shareholder value. The Company
manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may
adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. In
order to achieve this overall objective, the Company’s capital management, amongst other things, aims
to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that
define capital structure requirements. No changes were made in the objectives, policies or processes
for managing capital during the years ended March 31,2024 and March 31, 2023.

Note 17 : Additional regulatory information required by Schedule III of Companies Act, 2013

(i) Details of Benami Property held

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Prohibition of
Benami Properties Transactions Act, 1988 and rules made thereunder,

(ii) Borrowing secured against current assets

The Company has no borrowings from banks and financial institutions on the basis of security of current assets.

(iii) Wilful defaulter

The Company has not been declared wiiful defaulter by any bank or financial institution or government or any government authority.

(iv) Relationship with struck off companies

The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956 during the year and in
previous year.

(v) Compliance with number of layers of companies

The Company has no subsidiary, therefore clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of
Layers) Rules, 2017 is not applicable on the Company.

(vi) Compliance with approved scheme(s) of arrangements

The Board of Directors of the Company at their meeting held on May 24, 2022, approved the Scheme of Arrangement between the Company and
Oriental Carbon & Chemicals Limited, The Hon''ble National Company Law Tribunal, Ahmedabad Bench (’’Hon''ble Tribunal") vide its order dated
10 April 2024 has sanctioned the Scheme (‘''NCLT Order") while suo motu amending the Appointed Date to be the date of pronouncement of the
NCLT Order i.e. 10 April 2024. However, as per the Scheme the Appointed Date is the Effective Date. The Certified copy of the Order was
received on April 17, 2024.

After due consideration of overall impact of the aforesaid NCLT Order, both the Companies have filed an appeal against the NCLT order before
National Company Law Appellate Tribunal (NCLAT) to fix the appointed date as per the original scheme. The Hon''ble NCLAT has admitted our
application and allowed an Interim stay petition on the operation of NCLT Order.

(vii) Undisclosed income ,

The Company does not have any transactions 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). Also, there are nil previously unrecorded income and related assets.

(viii) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) Valuation of property, plant and equipment (including right-of-use assets) or intangible assets or both and investment property

The Company is not having any property, plant and equipment (including right-of-use assets) or intangible assets or both and investment property
during the current or previous year.

(x) Title deeds of immovable properties not held in name of the company

The Company is not have any immovable properties during current and previous year.

(xi) Registration of charges or satisfaction with Registrar of Companies

There are no charges or satisfaction which are yet to be registered with the Registrar of Companies,

(xii) Corporate Social Responsibility (CSR)

The provisions of section 135 of the Companies Act, 2013 towards Corporate Social Responsibility is not applicable to the Company.

(xiii) Utilisation of borrowings availed from banks and financial institutions

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ( Intermediaries )
during the year, with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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 provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including
foreign entity (“Funding Parties’’) during the year, with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 18 : Others

A, The Company was incorporated on April 25, 2022 and first financial statements have been prepared for April 25, 2022 to March 31,2023. Hence
the figures are not comparable with current year figures.

B. Previous period figures and opening balances have been considered as per accounts audited by previous year auditor. Previous period figures
have been regrouped / rearranged wherever necessary to conform current year''s figure.

As per our report of even date attached.

For Singhi & Co. For and on behalf of the Board of Directors of

Chartered Accountants OCCL Limited

Firm’s Registration No.: 302049E

Bimal Kumar Sipani '' /NOIDA y V ArvindGoenka AkshatGoenka __yc/J

Partner lj*( DELftl )*] Director Director ''Ac

Membership No.: 088926 v DIN: 00135653 DIN: 07131982

Place : Noida (Delhi -NCR) Place : Noida (Delhi- NCR)

Date : May 15, 2024 " Date : May 15, 2024