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NOTES TO ACCOUNTS

Primo Chemicals Ltd.

You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (₹) 567.33 Cr. P/BV 1.42 Book Value (₹) 16.46
52 Week High/Low (₹) 31/22 FV/ML 2/1 P/E(X) 159.47
Bookclosure 27/09/2024 EPS (₹) 0.15 Div Yield (%) 0.00
Year End :2025-03 

(q) Provisions and contingent liabilities

Provisions for claims including litigations are recognised
when the Company has a present obligation as a result of
past events, in the year when it is established by way of
orders of court or government notifications etc. that it is
probable that an outflow of resources will be required to
settle the obligations and the amount can be reasonably
estimated. The provision including any subsequent
adjustments are accounted for in the same expenditure
line item to which the claim pertains.

Contingent liability is disclosed for (i) Possible obligations
which will be confirmed only by future events not
wholly within the control of the Company or (ii) 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. The Company does not
recognize a contingent liability but discloses its existence
in the Financial Statements. Contingent assets are only
disclosed when it is probable that the economic benefits
will flow to the entity.

(r) Leases

The Company evaluates if an arrangement qualifies to
be a lease as per the requirements of Ind AS 116 and
this may require significant judgment. The Company
also uses significant judgement in assessing the lease
term (including anticipated renewals) and the applicable
discount rate.

The Company determines the lease term as the non¬
cancellable period of a lease, together with both periods
covered by an option to extend or terminate the lease
if the Company is reasonably certain based on relevant
facts and circumstances that the option to extend or
terminate will be exercised. If there is a change in facts

and circumstances, the expected lease term is revised
accordingly.

The discount rate is generally based on the interest rate
specific to the lease being evaluated or if that cannot be
easily determined the incremental borrowing rate for
similar term is used.

Short-term leases and leases of low-value assets

The Company has elected not to recognise right-of-
use assets and lease liabilities for short-term leases that
have a lease term of 12 months or less and leases of low-
value assets. For the short term and low-value leases, the
Company recognizes the lease payments as an operating
expense on a straight-line basis over the lease term.

The Company as a lessee

The right-of-use assets are subsequently depreciated over
the shorter of the asset's useful life and the lease term on
a straight-line basis. In addition, the right-of-use asset is
reduced by impairment losses, if any.

The lease liability is initially measured at amortised
cost at the present value of the future lease payments.
When a lease liability is remeasured, the corresponding
adjustment of the lease liability is made to the carrying
amount of the right-of-use asset, or is recorded in profit
or loss if the carrying amount of the right-of-use asset has
been reduced to zero.

The Company as a lessor

At the inception of the lease the Company classifies each
of its leases as either an operating lease or a finance lease.
The Company recognises lease income as and when due as
per terms of agreements. The respective leased assets are
included in the financial statements based on their nature.

(s) Statement of Cashflows

Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals
of past or future operating cash receipts or payments and
item of income or expenses associated with investing or
financing cash flows. The cashflows are segregated into
and presented as cashflows from operating, investing and
financing activities.

(t) Segment reporting

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker. The board of directors of the Company
has been identified as being the chief operating decision
maker by the Management of the company. The Business
activity of the company majorly falls within one business
segment viz "Chemicals".

(u) Accounting policies not specifically referred above are
consistent with generally accepted accounting practices.

3.1 Depreciation for the year 2024-25 includes H46.82 Lakhs (Previous year H46.99 Lakhs) as depreciation arising on revaluation of
Fixed Assets.

3.2 Fixed Assets are stated at values determined by the valuer less depreciation. Capital Spares are transferred to capital work in
progress and are capitalised as and when issued. Direct costs are capitalised till the assets are available to use. These costs
also includes financing cost (including exchange rate fluctuations) relating to specific borrowing attributable to Fixed Assets.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are taken out from books of accounts
and resultant profit (including capital profit) or loss, if any, is reflected in Statement of Profit & Loss.

3.3 The Company has charged depreciation on fixed assets on straight-line basis (SLM) as per their useful life based on past
operational experience as certified by the technical staff of the plant. Fixed Assets individually costing up to H5,000/- are
depreciated 100% in the year of purchase. The intangible assets are being amortised over a period of 5 years.

3.4 The Company had revalued its Fixed Assets (other than the100 TPD Membrane Cell Plant Power Line) as on 31st March, 2004
on the basis of existing use value by an independent professional valuer. The revaluation of assets had been approved by the
Board of Directors in its meeting held on 27th October, 2005 and the revalued figures were incorporated in the accounts in the
financial year 2005-06. Accordingly a sum of H6243.16 Lakhs being the surplus of the value of assets over the written down
value, had been credited to the Revaluation Reserve.

3.5 The Company had revalued its 100 TPD Membrane Cell Plant Power Line as on 31st March, 2006 on the basis of existing use
value by an independent professional valuer. The revaluation of the asset had been approved by the Board of Directors in its

meeting held on 29th October, 2007 and the revalued figure was incorporated in the accounts in the financial year 2007-08.
Accordingly, a sum of H27.78 Lakhs being the surplus of the value of the asset over the written down value, had been credited
to the Revaluation Reserve.

3.6 The Company had revalued its Fixed Assets as on 31st March, 2009 on the basis of existing use value by an independent
professional valuer. The revaluation of assets had been approved by the Board of Directors in its meeting held on 29th
January, 2010 and the revalued figures were incorporated in the accounts in the financial year 2009-10. Accordingly
a sum of H4819.99 Lakhs being the surplus of the value of assets over the written down value, had been credited to the
Revaluation Reserve.

3.7 Addition in leasehold land of H3.87 Lakhs and Leasehold - Buildings of H161.76 during the financial year 2023-24 represent the
present value of right to use of assets of future lease rent calculated in accordance with Ind AS 116 and is being amortised on
straight line basis over the remaining term of the lease.

3.8 The company has not revalued its Property, Plant & Equipment during the current financial year.

3.9 The value of Property, Plant and Equipment also include the capitalized borrowing cost amounting to H Nil (Previous Year
H298.16 Lakhs) during the period.

3.10 The life of Power Plant being second hand machineries with renovation activity has been taken at 22 years for depreciation
purposes. The depreciation has been charged at Straight Line Method basis.

Note No. 5 (contd..)

5.1

The Company has acquired 49% equity stake in Flow Tech Chemicals Pvt. Ltd. (FTCPL) having principal place of business in Rajpura
& Nangal, Punjab, India and has accounted for it at cost in line with Ind AS 28 equity method.

As per Share Purchase Agreement dated 14 July, 2021 read with Supplementary Share Purchase Agreement dated 29 September,
2022 with M/s Flow Tech Chemicals Pvt. Ltd., the Company is to acquire 100% equity stake in M/s Flow Tech Chemicals Pvt. Ltd.

5.2

The Company has acquired 49% equity stake as at 31.03.2025 after payment of H5299.81 Lakhs. The valuation of investment as
31.03.2025 is done by registered valuer based on estimated profits of the Company. These Financial estimates of the Investee
company have been approved by the Board of Directors in their meeting held on 20th May 2025. The Statutory Auditor (appointed
for special purpose) of Investee company, have certified these estimates and reasonableness, fairness and consistency of
assumptions followed for preparation of these estimates for the next five financial year. Accordingly, an Auditor Report as per
Standard of Assurance Engagement [ SAE 3400, issued by Institute of Chartered Accountants of India] was issued by said Auditor.
As per the Valuation Report issued by the registered valuer based on these estimates duly approved by Board of Directors and
certified by Statutory Auditor (appointed as Special Auditor), the valuation on investment in the current financial year exceeds its
carrying value, resulting in no impairment provision being provided.

The Company has relied on the Auditor Report issued by the Statutory Auditor (appointed as Special Auditor) of Investee company
and valuation report of registered valuer appointed by the company for this valuation purpose. Since no impairment provision has
been deemed necessary based on the current valuation, future Changes in Market conditions, expectations in terms of chlorine
consumption, or other relevant factor could impact the carrying value of the investment. Therefore, Company shall continue to
monitor the investment's performance and reassess its valuation regularly to ensure that it remains reflective of its fair value in
accordance with applicable accounting standards.

Note No. 19 (contd..)

is determined by reference to the market yields at the Balance Sheet date on Government Bonds. Actuarial gains and losses
are recognised immediately in the Statement of Profit & Loss as income or expense and other comprehensive income as per
Ind-AS 19. Present value of Defined Benefit Obligation is calculated by projecting salaries, exits due to death, resignation and
other decrements, if any, and benefit payments made during each month till the time of retirement of each active member using
assumed rates of salary escalation, mortality & employee turnover rates. The expected benefit payments are then discounted back
from the expected future date of payment to the date of valuation using the assumed discount rate.

20.1 Cash Credit Limits from HDFC Bank Limited, AU Small Finance Bank Limited and Punjab National Bank are / will be secured
by (i) first Pari passu charge by way of hypothecation on present and future current assets of the Company, (ii) First Charge
on Plant and machinery of (a) Caustic Soda Plant Capacity Expansion Project in case of AU Small Finance Bank Limited, (b)
SBP Plant and Flaker Plant in case of HDFC Bank limited and (c) Aluminum Chloride Plant in case of Punjab National Bank, (iii)
First Charge on Pari-passu basis on existing immovable properties situated at Naya Nangal, Distt. Ropar (Punjab), (iv) Personal
Guarantees of Chairman and Managing Director and (v) First Pari-passu Charge under Joint Negative Lien in case of AU Small
Finance Bank Limited on the immovable property situated in Sector 31-A, Chandigarh.

24.1 The Company's liabilities towards leave encashment and gratuity are determined by an independent actuary, using the
Projected Unit Credit Method. Obligation is measured at the present value of estimated future cash flows using a discounted
rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds. Actuarial gains
and losses are recognised immediately in the Statement of Profit & Loss as income or expense and other comprehensive
income as per Ind-AS 19. Present value of Defined Benefit Obligation is calculated by projecting salaries, exits due to death,
resignation and other decrements, if any, and benefit payments made during each month till the time of retirement of
each active member using assumed rates of salary escalation, mortality & employee turnover rates. The expected benefit
payments are then discounted back from the expected future date of payment to the date of valuation using the assumed
discount rate.

Note No. 25 (contd..)

25.1 Continuity Bond amounting to H379.70 Crores (Previous year - H363.41 Crores) was executed in favour of custom authorities
against which request for cancellation of the bonds had been submitted and acknowledgement of the same has been
received from Custom Authorities.

25.2 Pending resolution of the respective proceedings, it is not practicable for the company to estimate the timings of cash
outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various
forums/authorities.

25.3The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are
required and disclosed as contingent liabilities where applicable, in its standalone financial statements. The company does
not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

Note No. 26 (contd..)

26.2The Company classifies the right to consideration in exchange for deliverables as receivable. A receivable is a right
to consideration that is unconditional upon passage of time. Revenue is recognized as and when the related goods are
delivered to the customer. Trade receivable are presented net of impairment in the Balance Sheet.

26.3Revenue recognised from Contract liability (Advances from Customers):

The Contract liability outstanding at the beginning of the year was H179.14 Lakhs (Previous year H209.65 Lakhs), out of which
H131.20 Lakhs (Previous year 116.64 Lakhs) has been recognised as revenue during the year ended 31st March 2025.

26.4Information about major customers

Revenues arising from sales to the company's single large customer is H6217.33 Lakhs (Previous Year H5377.58 Lakhs). Revenue
from second largest customer which also contributed more than 10% of revenue was H5516.22 Lakhs. (Previous Year H4939.76
Lakhs). No other single customers contributed 10% or more to the Company's revenue during the current year. However, revenue
from third largest customer who contributed more than 10% of revenue was H4844.68 Lakhs during previous financial year.

Employee Defined Benefits:

Gratuity

The Company is having payment of gratuity plan through gratuity trust.. The benefit vests upon completion of five years of
continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death
while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity
scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.

Asset Volatility

The plan liabilities are calculated using a discount rate set with references to government bond yields; if plan assets underperform
compared to this yield, this will create or increase a deficit. The defined benefit plans may hold equity type assets, which may carry
volatility and associated risk.

Changes in bond yields

A decrease in government bond yields will increase plan liabilities, although this is expected to be partially offset by an increase
in the value of the plans' investment in debt instruments.

Inflation risk

The present value of some of the defined benefit plan obligations are calculated with reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan's liability. The post retirement benefit
obligation is sensitive to inflation and accordingly, an increase in inflation rate would increase the plan's liability.

Life expectancy

The present value of defined benefit plan obligation is calculated by reference to the best estimate of the mortality of plan
participants, both during and after the employment. An increase in the life expectancy of the plan participants will increase the
plan's liability.

Corporate Social Responsibility

Corporate Social Responsibility: In accordance with section 135 (5) of the Companies Act, 2013, a Company, meeting the Corporate
Social Responsibility (CSR) applicability criteria, needs to spend in every financial year, at least 2% of its average net profits made
during the three immediately preceding financial years in pursuance of its CSR Policy. Since the company do not meets the CSR
applicability criteria mentioned under section 135(1) and accordingly no requirement to spend minimum 2% of its average net
profits during the FY 2024-25. However, the company during the year FY 2024-25 has voluntarily spent CSR amount of H34.41
Lakhs on routine CSR activities which will be set off during next financial years in pursuance of CSR Rules.

Note No. 41

A total of 2416 chlorine tonners (including rented tonners) were in circulation with various customers as returnable empties as
on 31.03.2025.

Note No. 42

Additional Regulatory Information pursuant to the requirement in Division II Schedule III of
Companies Act, 2013 are as follows:

a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company

for holding any Benami property.

b) The Company has not been declared wilful defaulter by any bank or financial institution.

c) 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.

d) All the title deeds of Immovable Properties are held in the name of the company except leased properties.

e) The company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

f) The company has not granted any loans or advances in the nature of loans to promoters, directors, key managerial personnel

and the related parties either severally or jointly with any other person, that are:

(a) repayable on demand; or

(b) without specifying any terms or period of repayment,"

g) Compliance with number of layers of companies: This is not applicable

h) Utilisation of borrowed funds & Share Premium

No funds 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(s) or entity(ies), including foreign entities (intermediaries) with the
understanding whether recorded in writing or otherwise, that the intermediary shall lend or invest in party identified by or
on behalf of the company (ultimate beneficiaries). The company has not received any fund from any party(s) (funding party)
with the understanding whether, directly or indirectly lend or invest in other persons or entities identify by on or behalf of the
company (ultimate beneficiaries) or provide any guarantee , security or the like on behalf of ultimate beneficiaries.

i) Disclosure for Struck off Companies

The following table depicts the details of balances outstanding in respect of transactions undertaken with a company struck-
off under section 248 of the Companies Act, 2013:

Note No. 44 (contd..)

Financial guarantees: The Company is exposed to credit risk in relation to guarantees given to bank. The company's maximum
exposure in this regard is H2.95 Crores, which is the maximum amount company would have to pay if the guarantee is called upon.
Further the company has given bond of H379.70 Crores to Custom Authorities against which the liability of custom duty has since
been paid. The continuity bond after cancellation is awaited from Custom Authorities.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the company's receivables from customer and investment securities. Credit
risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding account
receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The company assesses the
credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade and other receivables

The company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry and country in which the customer operates also has influence on credit
risk assessment. The company has taken dealer securities which are considered in determination of expected carried losses, where
applicable. The company makes an allowance for doubtful trade receivable using the simplified approach for expected credit loss
and by continuously monitoring the recoverability of receivable balances.

Note No. 44 (contd..)

Investments

The company limits its exposure to credit risk by generally investing in liquid securities and only with counter parties that have a
good credit rating. The company does not expect any loses from non-performance by these counterparties, and does not have any
significant concentration of exposures to specific industry sectors.

Liquidity Risk

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they become due. The company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
Also the company is utilising cash credit limits (Fund Based and Non Fund Based) of H75 Crore sanctioned by banks from time to
time as and when required.

Note No. 45

Capital Management

The Company's policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence and to
sustain future development of the business. The Company determines the amount of capital required on the basis of annual
business plan coupled with long-term and short-term strategic investment and expansion plans. The funding needs are met
through equity, cash generated from operations, long-term and short-term bank borrowings. The Company reviews the capital
structure of the company on a regular basis and uses debt equity ratio to monitor the same.

Note No. 46

The Code on Social Security, 2020 (the Code) has been enacted, which would impact the contributions by the Company towards
Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified. The Ministry of Labour
and Employment (the Ministry) has released draft rules for the Code on November 13, 2020. The Company will complete its
evaluation and will give appropriate impact in its financial statements in the period in which the Code becomes effective and the
related rules are published.

Note No. 47

Fair Value Hierarchy

The company has disclosed financial instruments such as cash and cash equivalents, other bank balances, trade receivables, loans,
other financial assets, borrowings, trade payables and other financial liabilities at carrying value because their carrying amounts
are a reasonable approximation of the fair values due to their short term nature.

Note No. 49

The business activity of the company falls within one broad business segment viz. "Chemicals". Hence, the disclosure requirement
of Ind AS 108 of 'Segment Reporting' is not considered applicable.

Note No. 50

As at 31 March 2025, the Company's current liabilities exceed its current assets by H9313.66 Lakhs. During the year, the Company
has generated positive cashflows from operations amounting to H6443.35 Lakhs. Current liabilities as at 31 March 2025 include
outstanding short-term loans (excluding current maturities of long term loans) of H6004.65 Lakhs. As per the estimated projections,
the Company expects to generate positive cashflows from its operations in the foreseeable future. Considering the above, the
Company is of the view that it will be able to meet its obligations, as and when due, for a period of at least 12 months from
the balance sheet date. Therefore, the management believes that the use of going concern assumption in preparation of these
financial statements is appropriate.

Note No. 51

a) To make the financial statements more relevant and provide appropriate information to the users, the corresponding figures
of the previous year have been re-grouped/reclassified in following cases:

i) "Labour Charges" amounting to H497.37 Lakhs was shown under "Other Expenses" (Note No. 32) in previous year,
however the same has been reclassified under head "Employee Benefits Expenses" (Note No. 30)."

b) The figures have been rounded off to the nearest HLakhs.

Note No. 52

The Board of Directors of the Company, duly taking into account all the relevant disclosures made, has approved these standalone
financial statements in its meeting held on May 30, 2025.

For and on Behalf of the Board of Directors

Sd/- Sd/- Sd/- Sd/-

(SUNIL PARSAD) (SUGANDHA KUKREJA) (JATIN DAHIYA) (NAVEEN CHOPRA)

Chief Financial Officer Company Secretary & CHRO Executive Director Managing Director

FCA-503478 FCS-11578 DIN:08106876 DIN:08465391

As per our separate report of even date
For
S. Tandon & Associates LLP

Chartered Accountants
Firm Registration No. 006388N
ICAI UDIN: 25518893BMKRPV5241
Sd/-

(NIPUN RASTOGI)

Place: Chandigarh Partner

Date : 30 May, 2025 Membership Flo. 518893

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