Sagoo?...Mrs, Bindu Shah is a Company Secretary, She is Post Graduate (Diploma in Business Management (Finance) from Symbiosis, Pune), B.Com (Hons) from Delhi University. Work Experience

INDIA @ MALAYSIA

FINEOTEX® A Speciality Chemical Producing

Public Listed Company

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14" July, 2020 isaigoor | Se g

Sagoo?

To,

General Manager, The Manager,

Listing Department, Listing & Compliance Department

BSE Limited, The National Stock Exchange of India Limited

P.J. Towers, Dalal Street, Exchange Plaza, Bandra Kurla Complex,

Mumbai — 400 001 Bandra East, Mumbai - 400051

Company code: 533333 Company code: FCL

Dear Sir/Madam,

Subject:- Outcome of Board Meeting

Ref.: Fineotex Chemical Limited (FCL/533333) We wish to inform you that at the meeting of the Board of Directors held on 14" July, 2020, the board inter-alia, have approved and adopted Audited Financial Results (Standalone and Consolidated) of the Company and the Auditors Report for the Fourth Quarter and Financial Year ended on 31 March, 2020.

Further in compliance to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

1. Proposal for incorporation of 100% Wholly Owned Subsidiary of the Fineotex Limited -

Board has discussed proposal for incorporation of 100% Wholly Owned Subsidiary of the

Fineotex Chemical Limited in India for the purpose of manufacturing of speciality chemicals for

various industries;

2. Constitution of ESOP Committee — Board has constituted ESOP Committee;

3. Approval of Employee Stock Option Scheme 2020 - Board has discussed, Considered and

approved new Employee Stock Option Scheme 2020;

4, Appointment of Independent Women Director - Board of Directors at its meeting held today

appointed Mrs. Bindu Darshan Shah, as an Independent Women Director with effect from 14 July

2020 to hold office up to the date of the ensuing 17th Annual General Meeting of the Company.

5. Re-appointment of Independent Directors of the Company subject to the approval of the

members of the Company in the forthcoming AGM- Mr Navin Mittal were appointed by the

members for a period of five years, in their 12th Annual General Meeting held on 28" September 2015

The above mentioned Independent Directors are completing their term on 27th September 2020. Pursuant

to the provisions of Section 149 of the Companies Act 2013.

Accordingly, based on recommendation of Nomination and Remuneration Committee, the Board has

proposed to the shareholders for re-appointment of the above mentioned Independent Directors for a term

of five years from the conclusion of the ensuing Annual General Meeting. The mentioned Independent

Directors are not barred from holding any office of director pursuant to any SEBI order. Also, please find

enclosed the brief profile of Mr. Navin Mittal; (

or

FINEOTEX CHEMICAL LIMITED 42 & 43, Manorama Chambers, S.V. Road, Bandra (West), Mumbai - 400 050. India. Phone : (+91-22) 2655 9174/75/76/77

Fax + (+91-22) 2655 9178 E-mail: [email protected] Website : www.ineotex.com CIN - L24700MH2004PLC144295

tera®

FINEOTEX® A Speciallty Chemical Producing


Cia a ae, SE (s a SID VS 6. Pursuant to Regulation 33 of SEBI (Listing Obligations nllor) 4 eq uineMmen' iva

aw” (50, 14002 Regulations, 2015, please find attached herewith the following: A500 Sa goo?

(i) Audited Financial Results (Standalone and Consolidated) for the Fourth Quarter and Financial Year

ended on 31% March, 2020 and declaration on Un-modified opinion on Auditors Report;

(ii) Auditors Report on the Audited Financial Results (Standalone and Consolidated). The aforesaid results have been approved by the Board of Directors of the Company at their meeting held

today, which commenced at 8.30 p.m and concluded at 10.05 p.m.

HIGHLIGHT OF CONSOLIDATED RESULTS:

Consolidated Year Ending March 2020 (Y-0-Y)

i. Net Cash Flow from Operation has increased to Rs. 2833 Lakhs from Rs. 1202 Lakhs. The Cash

Flow from Operation registered a growth of 136 % approx.

2. The Revenue from Operations of the Company has increased to Rs. 19,634 Lakhs from Rs. 18,233 Lakhs. The Revenue from Operations registered a growth of 8 % approx.

3. EPS before exceptional items has increased to Rs. 2.31 per share from Rs. 2.01 per share, The EPS registered a growth of 15% approx.

Consolidated Q4-20 (Y-0-Y)

1. EPS before exceptional items has increased to Rs. 0.64 per share from Rs. 0.40 per share. The

EPS registered a growth of 55 % approx.

HIGHLIGHT OF STANDALONE RESULTS:

Standalone Year Ending March 2020 (Y-0-Y)

1. Net Cash Flow from Operation has increased to Rs. 2,221 Lakhs from Rs. 386 Lakhs. The Cash Flow from Operation registered a growth of 561 %

2. The Revenue from Operation of the Company has increased to Rs. 12,885 Lakhs from Rs.

11,264 Lakhs. The Revenue from Operation registered a growth of 15 % approx.

3. EPS before exceptional Items has increased to Rs. 2.10 per share from Rs. 1.54 “ol share. The

EPS registered a growth of 37 % approx.

FINEOTEX CHEMICAL LIMITED 42 & 43, Manorama Chambers, $.V. Road, Bandra (West), Mumbai - 400 050. India. Phone : (+91-22) 2655 9174/75/76/77

INDIA @ MALAYSIA Fox! (+91-22) 2655 9178 E-mail : [email protected] Website : www.fineotex.com CIN - L24100MH2004PLC 144295

FINEOTEX® A Speciality Chemical Producing


Standalone Q4-20 (V-0-Y) forme OX a, SoD

1. EPS before exceptional items has increased to Rs. 0.60 per share fig , Spey EGS f 2 ye | aa *

EPS registered a growth of 48.8 % “Wodaoot S30

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2. Operating EBIDTA has increased to Rs. 725 Lakhs from Rs. 667 Lakhs. The Operating EBIDTA

registered a growth of 9 %

Kindly oblige and take the same on your records.

Thanking you,

Yours faithfully,

Ca ud2~

Surendra Tibrewala Chairman & Managing Director

DIN: 00218394

Encl.: As above

FINEOTEX CHEMICAL LIMITED 42 & 43, Manorama Chambers, S.V. Road, Bandra (West), Mumbai - 400 050. India. Phone : (+91-22) 2655 9174/75/76/77

INDIA ® MALAYSIA — Fax: (+91-22) 2655 9178 E-mail : [email protected] Website : www fineotex.com CIN - L24100MH2004PLC1 44295

FINEOTEX® A Speciality Chemica! Producing


Brief Profile: Mr. Navin Mittal

4 CSN: si,

Mr. Navin Mittal is a graduate with experience in steel business which the & G\naeen a)

expansion activity. He was appointed as Director on 2nd September 2011 SHIESYS a ifetfMer onrvarious 81g?

Committees of the Board. He is proposed to be Re appointed as an Independent Director at the 17th

Annual General Meeting for a period of 5 years.

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Brief Profile: Mrs. Bindu Darshan Shah

Mrs, Bindu Shah is a Company Secretary, She is Post Graduate (Diploma in Business Management

(Finance) from Symbiosis, Pune), B.Com (Hons) from Delhi University.

Work Experience

1. Currently positioned as Woman Independent Director in Kamadgiri Fashion Limited (DIN:

07131459), 2. Worked as Assistant Manager in American Express Bank, New Delhi from January 1997 to

March 2004 handling remittances and wealth management operations.

3. Successfully completed training with Sanjay Rathi and Associates, Goregaon. She worked as an

assistant Company Secretary in the same firm for a short duration (September 2006 to March

2007).

Cine Surendra Tibrewala

Chairman & Managing Director DIN: 00218394

i : C L 42 & 43, Manorama Chambers, S.V. Road, Bandra {West}, Mumbai - 400 050. India. Phone : (+91-22) 2655 9174/75/76/77

INDIA e MALAYSIA — Fax! (+91-22) 2655 9178 E-mail : [email protected] Website : www fineotex.com CIN - 1241 00MH2004PLC1 44295

302, Eco Space, Off Old Nagardas Road, Mogra Lane, Andheri (East), Mumbai - 400 069 (INDIA) ~ : +91-22-4047 3900 ; 4047 3940 Fax: +91-22-4047 3939 E-mail: [email protected]

.JlS£ & Co. Chartered Accountants

Independent Auditor's Report on the Audited Quarterly and Year to Date Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To The Board of Directors of Fineotex Chemical Limited

Report on the audit of Standalone Financial Results

Opinion We have audited the accompanying Standalone financial results (the "Statement") of Fineotex Chemical Limited (the "Company") for the quarter ended March 31, 2020, and the year to date results for the period April 01, 2019 to March 31, 2020 attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

(i) is presented in accordance with requirements of Regulation 33 of the Listing Regulations in this regard; and

(ii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act"), read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the Standalone net loss after tax for the quarter ended March 31, 2020 and net profit after tax for the year ended March 31, 2020 and other comprehensive income and other financial information of the Company for the quarter and year ended March 31,2020.

Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opInIon.

Page 1 of 4

Continuation Sheet }tSL & CO. Chartered Accountants

Fineotex Chemical Limited Independent Auditor's Report on the Audited Quarterly and Year to Date Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Emphasis of Matter We draw attention to Note No 8 of the Statement which explains the impact ofCOVID-19 pandemic on the Company's operations and financial statements. The actual Impact is dependent on future developments, which are highly uncertain.

Our Opinion is not modified in respect of this matter.

Management and Those Charged with Governance responsibilities for the Statement This Statement has been prepared on the basis of the standalone annual financial statements. The Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives true and fair view of the Standalone net profit or loss after tax and other comprehensive income and other financial information of the company in accordance with the recognition and measurement principles laid down in Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the company's financial reporting process.

Auditor's Responsibilities for the Audit of the Statement Our objectives are to obtain reasonable assurance about whether the Statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Statement.

Page 2 of 4

Continuation Sheet }lSL & Co. Chartered Accountants


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

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are · appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Page 3 of 4

Continuation Sheet }lS£ & Co. Chartered Accountants


Other Matters (i) Due to lock down since 24th March 2020 imposed by the Government, year-end inventory

could not be physically verified by the Company. The management was able to perform year end physical verification of inventories, subsequent to the year end.

Also we were not able to physically observe the verification of inventory that was carried out by the Management. Consequently, we have performed alternate procedures to audit the existence of Inventory as per the guidance provided in SA 501 "Audit Evidence - Specific Considerations for Selected Items" and have obtained sufficient audit evidence to issue our unmodified opinion on these Statement.


(ii) The Statement includes the financial results for the quarter ended March 31, 2020, being the balancing figures between the audited figures in respect of full financial year ended March 31, 2020 and the published unaudited year to date figures up to third quarter of the current financial year, which were subject to limited review by us, (except for the quarter ended June 30, 2019, which were subject to limited review by predecessor auditor who expressed an unmodified opinion on such financial information on August 13, 2019), as required under the Listing Regulations.

(iii) The comparative Ind AS financial information of the Company for the corresponding quarter and period ended March 31, 2019, and the Ind AS financial statement of the Company for the year ended March 31, 2019, included in this Statement, were audited by predecessor auditor who expressed an unmodified opinion on such financial information on May 14, 2019.

For ASL & Co. Chartered Accountants (Regn No. 101921W)

(Manish Pansari) Partner Membership No.: 137974

UDIN: 20137974AAAAAM6124 Place: Mumbai Date: July 14, 2020

Page 4 of 4

302; Eco Space, Off Old Nagardas Road, Magro Lane, Andheri (East), Mumbai - 400 069 (INDIA) ~ : +91-22-40473900; 40473940 Fax: +91-22-4047 3939 E-mail: [email protected]

JI5£ & Co. Chartered Accountants

Independent Auditor's Report on the Audited Annual Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

To The Board of Directors of Fineotex Chemical Limited (Holding Company)

Report on the audit of Corisolidated Financial Results

Opinion We have audited the accompanying Consolidated financial results (the "Statement") of Fineotex Chemical Limited (the "Holding Company") and its subsidiaries (the Holding Company and .its subsidiaries together referred to as "the Group"), for the year ended March 31, 2020, attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on separate audited financial statements and other financial information of subsidiaries as referred to in "Other Matters" paragraph below in this audit report, the Statement:

(i) includes the annual financial results of the following entities: N arne of Entities Relationship Manya Steels Private Limited Wholly Owned Subsidiary Fineotex Specialities FZE Wholly Owned Subsidiary Fineotex Malaysia Limited Wholly Owned Subsidiary

Subsidiaries of Fineotex Malaysia Limited BT Chemicals SDN.BHD. Subsidiary BT Biotex SDN.BHD. Subsidiary Rovatex SDN. BHD. Subsidiary

(ii) is presented in accordance with requirements of Regulation 33 of the Listing Regulations in this regard; and

(iii) gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act"), read with relevant rules issued thereunder, and other accounting principles generally accepted in India, of the Consolidated net profit after tax and other comprehensive income and other financial information of the Group for the year ended March 31, 2020.

Page 1 of 6

Continuation Sheet jlSL & Co. Chartered Accountants

Fineotex Chemical Limited Independent Auditor's Report on the Audited Annual Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Basis for Opinion We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities/or the Audit o/the Statement section of our report. We are independent of the Group in accordance with the ' Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements th,~t are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence obtained by us and that obtained by the other auditors in terms of their reports referred to in "Other Matters" paragraph below in this audit report, is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter We draw attention to Note No 7 of the Statement which explains the impact ofCOVID-19 pandemic on the Group's operations and financial statements. The actual Impact is dependent on future developments, which are highly uncertain.


Management and Those Charged with Governance responsibilities for the Statement The Statement, which is the responsibility of the Holding Company's management and has been approved by the Holding Company's Board of Directors, has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors is responsible for the preparation and presentation of the Statement that gives true alid fair view of the consolidated net profit or loss after tax and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. The Holding Company's Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of the Statement. Further, in terms of the provisions of the Act, the respective Board of Directors/Management of the companies included in the Group, are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial results, that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Page 2 of 6

Continuation Sheet jlSL & Co. Chartered Accountants


These financial results have been used for the purpose of preparation of the Statement by the Directors of the Holding Company, as aforesaid.

In preparing the Statement, the respective Board of Directors and management of the companies included in the Group are responsible for assessing the ability of their respective companies, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors/management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors/management of the companies included in the Group are responsible for overseeing the financial reporting process of the respective companies included in the Group.

Auditor's Responsibilities for the Audit of the Statement Our objectives are to obtain reasonable assurance about whether the Statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Statement.

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

• Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group's to continue as a going concern.

MUMBAI

~-<1~ ~-D-A-C-C-O-._ Page 3 of 6

Continuation Sheet JlSL & Co. Chartered Accountants


If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information! financial statements of the entities within the Group, to express an opinion on the Statement. Weare responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement, of which we are the independent auditors. For the other entities included in the Statement, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in "Other Matters" paragraph below in this audit report.

We communicate with those charged with governance of the Holding Company and such other entities included in the Statement, of which we are independent auditors, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

We also performed procedures in accordance with the SEBI Circular CIRJCFD/CMD1I44/2019 dated 29 March 2019 issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

~~j~t: &C~ FRN 101921W * \

Page 4 of 6

Continuation Sheet jlS£ & Co. Chartered Accountants


Other Matters

(i) We did not audit the annual financial statements/ financial information of five (5) subsidiaries included in the Statement, whose financial information reflects (before eliminating intercompany transactions) total assets of ~.5,645.99 Lakhs as at 31 March 2020, total revenues of ~.11, 197.65 Lakhs, total net profit/(loss) after tax of ~.831.65 Lakhs, and net cash inflows of~. 289.20 Lakhs for the year ended on that date, as considered in the Statement. These annual financial statements have been audited by other auditors and whose audit reports have been furnished to us by the management, and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the audit reports of the other auditors, and the procedures performed by us as stated in paragraph above.

Further, of these subsidiaries, four (4) subsidiaries are located outside India, whose annual financial statements have been prepared in accordance with accounting principles generally accepted in their respective countries, and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted these financial statements of such subsidiaries from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company's management. Our opinion, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based on the audit report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

Our opinion above on the Statement, is not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the other auditors.

(ii) We did not audit the annual financial statements/ financial information of one (1) subsidiary included in the Statement, whose financial information reflects (before eliminating intercompany transactions) total assets of ~.206.44 Lakhs as at 31 March 2020, total revenues of ~.25.26 Lakhs, total net profit/Closs) after tax of ~.(1.63) Lakhs, and net cash inflows of~. 15.32 Lakhs for the year ended on that date, as considered in the Statement. This financial information is unaudited and have been furnished to us and certified by the Holding Company's management. Our opinion on the Statement, and our report in terms of Regulation 33 of the Listing Regulations, read with SEBI Circulars, in so far as it relates to the aforesaid subsidiary is based solely on such unaudited financial information. In our opinion, and according to the information and explanations given to us by the management, this financial information is not material to the Group.

Page 5 of 6

Continuation Sheet . jlS£ & Co. Chartered Accountants


Our opinion above on the Statement, is not modified in respect of the above matter with respect to our reliance on the annual financial statements/ financial infonnation furnished to us and certified by the Holding Company's management.

(iii) Due to lock down since 24th March 2020 imposed by the Government, year-end inventory could not be physically verified by the Holding Company. The management of the Holding Company was able to perform year end physical verification of inventories, subsequent to the year end.

Also we were not able to physically observe the verification of inventory that was carried out by the Management of the Holding COlnpany. Consequently, we have performed alternate procedures to audit the existence of Inventory as per the guidance provided in SA 501 "Audit Evidence - Specific Considerations for Selected Items" and have obtained sufficient audit evidence to issue our unmodified opinion on these Statelnent.


(iv) The Statement includes the consolidated financial results for the quarter ended March 31, 2020, being the balancing figures between the audited consolidated figures in respect of full financial year ended March 31, 2020 and the published unaudited year to date figures up to third quarter of the current financial year, which were subject to limited review by us, (except for the quarter ended June 30, 2019, which were subject to limited review by predecessor auditor who expressed an unmodified opinion on such financial information on August 13, 2019), as required under the Listing Regulations.

(v) The comparative Ind AS financial information of the Group for the corresponding quarter and period ended March 31, 2019, and the Ind AS financial statements of the Group for the year ended March 31, 2019, included in this Statement, were audited by predecessor auditor who expressed an umnodified opinion on such financial information on May 14, 2019.

For ASL & Co. Chartered Accountants (Regn No. 101921 W)

(Man ish Pansari) Partner Membership No.: 137974 UDIN: 20137974AAAAAN9909 Place: Mumbai Date: July 14,2020

,OSL& CO.

( FRN 101921W * MUMBAI a ~(

~~ f'~ l'E'REo ACC~'\ .

Page 6 of 6

Documents

Sagoo?...Mrs, Bindu Shah is a Company Secretary, She is Post Graduate (Diploma in Business Management (Finance) from Symbiosis, Pune), B.Com (Hons) from Delhi University. Work Experience