Bombay Stock Exchange Limited July 20, 2023

Phiroze Jeejeebhoy Towers

Dalal Street
Mumbai 400 001

Scrip Code: 530431

Sir/Madam,

Sub: Annual Report 2022-23

This is to inform that the 48th Annual General Meeting (AGM) of the Company will be held on
Friday, August 11, 2023 at 11:00 A.M. through video conferencing ('VC') / other audiovisual
means ('OAVM').

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report
(inter-alia containing Notice) for the financial year 2022-23.

In compliance with the Ministry of Corporate Affairs (MCA) circulars, the Annual Report of the
48th Annual General Meeting of the Company is being sent only by electronic mode to those
Members, whose e-mail addresses are registered with the Company / Depositories / RTA.
Further, the Company has fixed Friday, August 4, 2023 as the cut-off date for determining
eligibility of Members entitled to vote through remote e-voting or e-voting at the AGM.

The same has also been uploaded on the Company’s website at www.adorfon.com.

Kindly acknowledge and oblige.

Thanking you,
Yours faithfully,
For ADOR FONTECH LIMITED
Digitally signed by
GEETHA GEETHA DESIKACHARI
DESIKACHARI Date: 2023.07.20
19:51:00 +05'30'

Geetha D
Company Secretary
 ADOR FONTECH LIMITED

48TH ANNUAL REPORT

2022-23
MILESTONES
LEGACY

LIFE ENHANCEMENT OF INDUSTRIAL COMPONENTS

 TRANSFORMATION

FONTECH

1974 1988
ALCHEMY

COSMICS GENERAL COSMICS FONTECH

ENG. PVT. LTD. LIMITED

1996 2022
ADOR FONTECH ADOR ONE
LIMITED
 THE WORLD HAS LIMITED SUPPLY OF MINERAL RESOURCES. HOWEVER,
DEPLETION RATE RESULTING FROM CONTINUOUS INDUSTRIALISATION IS VERY
HIGH. RECLAMATION AND RECYCLING OF VITAL MACHINERY COMPONENTS,
THEREFORE, ASSUMES HIGH PRIORITY.
DO NOT REPLACE
RECLAIM
ADOR FONTECH LIMITED IS A FRONTRUNNER ORGANISATION THAT
OPERATES ON THE PHILOSOPHY OF ‘PARTNERING’ WITH ITS CLIENTS IN
RECOMMENDING AND IMPLEMENTING VALUE-ADDED RECLAMATION,
FUSION, SURFACING, SPRAYING AND ENVIRONMENTAL SOLUTIONS.

LIFE ENHANCEMENT OF INDUSTRIAL

COMPONENTS

REPAIR REFURBISHMENT SERVICES

 MR. A T MALKANI MR. H P LEDWANI
Chairman Managing Director & CEO
DIRECTORS
BOARD OF

MRS. N MALKANI NAGPAL MR. N S MARSHALL

Promoter Director Independent Director

MR. SANTOSH JANAKIRAM MR. RAFIQUE MALIK

Independent Director Independent Director
MR. A T MALKANI MR. H P LEDWANI MR. MELVILLE FERNS

ADOR FONTECH
Chairman Managing Director & CEO Chief Operating O cer

MS. GEETHA D MR. RAJESH V JOSHI MR. S S MOHIUDDIN

Company Secretary & CFO Exe. Vice President Vice President

TEAM
MR. K PANEER SELVAM MR. PALGUN VEMBAR MS. TANYA H ADVANI
Sr. General Manager Sr. General Manager General Manager

MR. C V V SRINIVAS MR. H SRINIVASAN MR. MANOHAR D PAI

General Manager General Manager General Manager

MR. VENKATRAMAN MR. SANJAY JAIN

General Manager General Manager
 VISION
Our vision is to be considered as the partner of first
MISSION

choice by our customers.

VISION &

MISSION
Our mission is to partner with our customers in implementing
value-added reclamation, fusion, surfacing, spraying and
environmental solutions.
D DELIGHTING CUSTOMERS IS FIRST AND FOREMOST

E EMPLOYEES WHO ENJOY THEIR WORK

VLAUES
L

SHARED
LIVING UP TO OUR SHARED VALUES

I INNOVATIVENESS AND CONTINUOUS IMPROVEMENTS IN ALL OUR

WORK PROCESSES

H GROWTH IS OUR WAY OF LIFE

G HONOURING COMMITMENTS TOP DOWN

T TECHNOLOGY WILL BE A VITAL ENABLER IN OUR

DAY-TO-DAY OPERATIONS
CONTENTS
STATUTORY SECTION

NOTICE - 11

DIRECTORS’ REPORT - 29

ANNEXURE TO THE DIRECTORS’ REPORT - 41

STANDALONE FINANCIAL STATEMENTS

AUDITORS’ REPORT - 85

BALANCE SHEET - 102

STATEMENT OF PROFIT AND LOSS - 103

CASH FLOW STATEMENT - 104

NOTES - 109

CONSOLIDATED FINANCIAL STATEMENTS

AUDITORS’ REPORT - 151

BALANCE SHEET - 164

STATEMENT OF PROFIT AND LOSS - 165

CASH FLOW STATEMENT -166

NOTES - 171
CORPORATE INFORMATION

REGISTERED AND INTERNAL AUDITORS

M/s. Amarnath Kamath and Associates
CORPORATE OFFICE Chartered Accountants
Ador Fontech Limited
Carewel House Muniswamappa Layout 6th Cross
CIN: L31909KA1974PLC020010
Opp. Kemp Fort Off HAL Airport Road Bengaluru 560 017
Belview 7 Haudin Road Bengaluru 560 042
T: (080) 2559 6045 / 73 F: (080) 2559 7085
E: [email protected] W: www.adorfon.com
COST AUDITORS
M/s. Rao, Murthy & Associates
Cost Accountants
MANUFACTURING UNITS Sampurna Chambers 13 First Floor Vasavi Temple Road
Manufacturing Plant I
V V Puram Bengaluru 560 004
486 B-1 14th Cross 3rd Main 4th Phase
Peenya Industrial Estate Bengaluru 560 058

Manufacturing Plant II SOLICITORS AND ADVOCATES

A-288 6th Main 2nd Stage Peenya Industrial Estate Dr. J P Udgata
Bengaluru 560 058 Advocate
No. 12 10th Cross Manjunath Nagar Bengaluru 560 023
Reclamation Centre
S-60-61 MIDC Hingna Industrial Estate Nagpur 440 016 Mr. Samarth
J K Legal Associates
Belview 7 Haudin Road Bengaluru 560 042
WHOLLY OWNED SUBSIDIARY
3D Future Technologies Private Limited SHARE TRANSFER AGENT
Ador House 6K Dubash Marg Fort Mumbai 400 001 Integrated Registry Management Services Pvt. Ltd.
CIN: U74900TN2015PTC101466
30 Ramana Residency 4th Cross Sampige Road
STATUTORY AUDITORS Malleswaram Bengaluru 560 003
M/s. Praveen & Madan T: (080) 2346 0815 – 818 F: (080) 2346 0819
Chartered Accountants E: [email protected]
Firm Registration No. 011350S
237 2nd Cross Cambridge Layout Halasuru
Bengaluru 560 008 BANKERS
HDFC Bank Limited
8/24 Salco Centre Richmond Road Bengaluru 560 025
SECRETARIAL AUDITOR
Canara Bank
Ms. Manjula Narayan
Industrial Finance Branch Manipal Centre
Company Secretary
Dickenson Road Bengaluru 560 042
COP No. 10150
No. 10 3rd Cross 4th Main Vinayaka Layout
Bhattarahalli Near Domino's Pizza Bengaluru 560 049
GST REGISTRATIONS
Karnataka 29AABCA1724H1ZY
Maharashtra 27AABCA1724H1Z2
TEAM
Together Everyone Achieves More
 NOTICE TO THE
48TH ANNUAL
GENERAL MEETING
 NOTICE

Notice is hereby given that the Forty Eighth Annual General Meeting
(AGM) of the Members of the Company will be held through video
conference on Friday, August 11, 2023 at 11:00 A.M. to transact the
following business:

ORDINARY BUSINESS

1. Adoption of Standalone Financial Statements

To consider and adopt the Audited Standalone Financial Statements for the financial year ended March 31, 2023
together with the reports of the Auditors and Directors thereon.

2. Adoption of Consolidated Financial Statements

To consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2023
together with the reports of the Auditors and Directors thereon.

3. Declaration of dividend
To declare dividend of Rs.5 (Rupees five only) per equity share for the financial year ended March 31, 2023.

4. Appointment of Mrs. N Malkani Nagpal as Non-Executive Director

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:

RESOLVED THAT pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, approval of the
Members of the Company, be and is hereby accorded to re-appoint Mrs. N Malkani Nagpal (DIN 00031985) as a
Director, liable to retire by rotation.

SPECIAL BUSINESS

5. To appoint Branch Auditors of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:

RESOLVED THAT pursuant to Section(s) 139, 143 and other applicable provisions of the Companies Act, 2013 read
with Rules made there under, the accounts for the year ending March 31, 2024 of the manufacturing plants of the
Company, be audited by the Company’s Auditors or such other person or persons, other than the Company’s Auditors
and as are qualified for appointment as Auditors under Section 141 of the Companies Act, 2013 and that the Board of
Directors be and is hereby authorised to appoint such Branch/Unit Auditors in consultation with the Company’s
Auditors and to fix their remuneration as also the terms and conditions of their appointment.

ANNUAL REPORT 2022-23 12

 NOTICE

6. Cost Auditors and their Remuneration

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:

RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with
Rules made thereunder including any statutory modification(s) or re-enactment thereof for the time being in force,
the appointment of M/s. Rao Murthy and Associates (Firm registration no. 000065) at a remuneration of rupees one
lakh and twenty five thousand plus applicable taxes thereon, be and are hereby approved and ratified for conduct of
Cost Audit for the financial year 2023-24.

NOTES
Ÿ In compliance with Regulatory mandates, the 48th AGM of the Company is being held through Video Conference (VC)
through the aegis of National Securities Depository Limited (NSDL).

Ÿ A Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf
and such proxy need not be a Member of the Company. Since the AGM is being held through VC, facility for
appointment of proxies by the Members will not be available. Further, attendance, proxy and location map being not
applicable and hence not enclosed.

Ÿ Participation of Members through VC/OAVM will be reckoned for the purpose of quorum as per Section 103 of the
Companies Act.

Ÿ Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM
through VC. Corporate Members intending to authorise their representative(s) to participate and vote at the meeting
are requested to send a certified copy of the Board resolution/ authorisation letter to the Scrutiniser Mr. S Kannan at
[email protected] and/or [email protected].

Ÿ Pursuant to the provisions of Sections 107 and 108 of the Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 (as amended) and circulars issued by the Ministry of Corporate Affairs, the
Company is pleased to provide its Members, facility to exercise their votes during the course of the 48th AGM by
electronic means. The business may also be transacted through remote e-Voting prior to the AGM. While detailed
instructions have been provided as part of this Notice, schedule for remote e-Voting is as under:

DATE AND TIME TUESDAY

of commencement of remote voting AUGUST 8, 2023
through electronic means AT 9.00 A.M.

THURSDAY DATE AND TIME

AUGUST 10, 2023 of conclusion of remote voting
AT 5:00 P.M. through electronic means

ANNUAL REPORT 2022-23 13

 NOTICE

Ÿ Any person who acquires shares of the Company and becomes a Member after sending of the Notice and holding
shares as on the cut-off date, may obtain login ID and password by sending a request to [email protected]. However, if
he/she is already registered with NSDL/CDSL for remote e-Voting, then he/she can use his/her existing user ID and
password for casting vote.

Ÿ Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently. The voting right of
Members shall be in proportion to the shares in the paid-up capital of the Company, as on the cut-off date i.e., August
04, 2023.

Ÿ Members who have exercised their right to vote by remote e-Voting may attend the Annual General Meeting but shall
not be allowed to cast vote again during the AGM.

Ÿ Members can join the AGM through VC/OAVM mode 15 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at
the AGM through VC/OAVM will be made available for 1,000 Members on a first come first serve basis. This will not
include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors,
Directors, Key Managerial Personnel, Chairpersons of the (i) Audit Committee (ii) Management Development
Nomination and Remuneration Committee and (iii) Stakeholders Relationship Committee, Auditors etc. who are
allowed to attend the AGM without restriction.

Ÿ Members present at the AGM through VC and who have not cast their vote on the resolutions through remote
e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the AGM.

Ÿ In case of joint Shareholders attending the meeting, only such joint holder who is higher in the order of names will be
entitled to vote.

Ÿ Resolutions assented to by requisite majority of the Members by means of remote e-Voting shall be deemed to have
been duly passed at the Annual General Meeting.

Ÿ The Board of Directors has appointed Mr. Kannan S (FCS Membership No. 6261 and COP No. 13016) of M/s. S Kannan
and Associates (Firm Registration No.S2017KR473100) having o ce at No. 13, Ground Floor, 1st Main Road,
Venkateshwara Layout, Off BCC Layout, Attiguppe, Vijayanagar, Bengaluru 560 040 and failing him Ms. Manjula
Narayan (ACS Membership No. 28374 and COP No. 10150) having o ce at #10, 3rd Cross, 4th Main, Vinayaka Layout,
Bhattarahalli, Bengaluru 560 049 as Scrutiniser(s) to scrutinise the e-Voting process in a fair and transparent manner.
The results of voting on the above resolutions shall be declared not later than 48 hours from the conclusion of the
Annual General Meeting of the Company. The results declared along with the Scrutiniser’s Report will be
communicated to the Stock Exchange (BSE) and shall be made available on the Company’s website and on the
website of National Securities Depository Limited (NSDL).

Ÿ The Register of Members and Share Transfer Books of the Company will remain closed from August 05, 2023 to August
11, 2023 (both days inclusive).

Ÿ The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the
Companies Act and the Register of Contracts or Arrangements in which Directors are interested, maintained under
Section 189 of the Companies Act, will be available electronically for inspection to the Members during the AGM. All
documents referred to in the Notice will also be available for electronic inspection without any fee by the Member(s)
from the date of circulation of this Notice up to the date of the AGM i.e., August 11, 2023. Members seeking to inspect
such documents may send an e-mail to [email protected].

Ÿ Members whose shareholding is/are in electronic mode are requested to direct notifications about change of address
and update bank account details to their respective Depository Participants (DPs). Members whose shareholding
is/are in physical mode are requested to opt for Electronic Clearing System (ECS) to receive dividends on time.

ANNUAL REPORT 2022-23 14

 NOTICE

Ÿ SEBI has mandated submission of Permanent Account Number (PAN) by every Participant in the Securities market.
Further, it is now mandatory for all holders of physical securities in listed companies to furnish Permanent Account
Number (PAN), Nomination, Contact details, Bank account details and Specimen signature(s) for their corresponding
folio numbers to the Registrar and Share Transfer Agent (RTA). Any failure in doing so will result in folios being frozen
after October 1, 2023. Such shares will not be eligible for bonus, dividends and other corporate actions. Hence,
Shareholders holding physical shares are requested to kindly do needful at the earliest.

Ÿ As per Regulation 40 of SEBI (LODR) Regulations 2015, as amended, securities of listed companies can be transferred
only in dematerialised form with effect from April 1, 2019; except in case of request received for transmission or
transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of
portfolio management, Members holding shares in physical form are requested to consider converting their holdings
to dematerialised form. Members may contact the Company or the Registrar and Transfer Agent (Integrated Registry
Management Services Private Limited) for assistance, if any, that may be required in this regard.

Ÿ As per the provisions of Section 72 of the Companies Act, facility for making nominations is available to the Members in
respect of shares held by them. Members who have not yet registered their nomination are requested to register the
same by submitting Form no. SH-13. This form can be downloaded from the Company’s website at
https://www.adorfon.com/investors-info/forms/. Members are requested to submit these details to their Depository
Participants in case shares are held in electronic form and to the RTA (Registrar and Share Transfer Agent) in case
shares are held in physical form.

Ÿ Pursuant to Section 124(6) of Companies Act, 2013, all shares in respect of which, dividend has not been claimed for
seven consecutive years or more shall be transferred by the Company to the Investor Education and Protection Fund.
Members who have not encashed dividend warrants of previous year(s) are hereby requested to encash the same at
the earliest. Further, in terms of the Investor Education and Protection Fund (IEPF-Rules 2016), the Company has
posted requisite details of unclaimed dividends on the website of the Company https://www.adorfon.com/investors-
info/unclaimed-dividends/ which may be used by the Shareholders for referential check.

Ÿ Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief
profile and other details of Director proposed to be appointed are annexed to this Notice.

Ÿ The relevant statement pursuant to Section 102 of the Companies Act, 2013, in respect of special businesses set out is
annexed.

Ÿ Members desiring any information about the annual accounts at the meeting are requested to write to the Company
at least five (5) days in advance of the Annual General Meeting-E-mail id: [email protected] and/or
[email protected].

Ÿ Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders with effect from
April 1, 2020 and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates
under the Income Tax Act, 1961 (‘IT Act’).

Ÿ For Resident Shareholders, taxes shall be deducted at source under Section 194 of the ‘IT Act’ which shall be as follows:
(i) Members having valid Permanent Account Number (PAN)-10%*or as notified by the Government of India
(ii) Members not having PAN / valid PAN-20% or as notified by the Government of India

Ÿ As per Section 139AA of the Income Tax Act, every person who has been allotted PAN and who is eligible to obtain
Aadhaar, shall be required to link PAN with Aadhaar. In case of failure to comply, PAN allotted shall be deemed to be
invalid/inoperative and tax shall be deducted at higher rate as prescribed under the Income Tax Act.

ANNUAL REPORT 2022-23 15

 NOTICE

However, no tax shall be deducted on the dividend payable to resident individual Shareholders if the total dividend to
be received by them during financial year 2023-24 does not exceed Rs. 5,000 and also in cases where Members provide
Form 15G / Form 15H (Form 15H is applicable to resident individual Shareholders aged 60 years or more), subject to
conditions specified in the IT Act. Resident Shareholders may also submit any other document as prescribed under
the IT Act to claim a lower / nil withholding of tax. In all cases of requests for lower withholding of tax, submission of a
copy of PAN is mandatory.

Ÿ For Non-Resident Shareholders, taxes are required to be withheld in accordance with the provisions of Section 195
and other applicable sections of the IT Act, at the rates in force. The withholding tax shall be at the rate of 20%** (plus
applicable surcharge and cess) or as notified by the Government of India on the amount of dividend payable. However,
as per Section 90 of the IT Act, non-resident Shareholders have the option to be governed by the provisions of Double
Tax Avoidance Agreement (DTAA), read with Multilateral Instrument (MLI) between India and the country of tax
residence of the Shareholders, if they are more beneficial to them. For this purpose, i.e., to avail the benefits under the
DTAA read with MLI, non-resident Shareholders will have to provide the following:

(i) Copy of the PAN card allotted by the Indian Income Tax Authorities duly attested by the Shareholder(s) or details as
prescribed under Rule 37BC of the Income-tax Rules, 1962 (ii) Copy of Tax Residency Certificate for the financial year
2023-24 obtained from the Revenue or Tax authorities of the country of tax residence, duly attested by the
Shareholder(s) (iii) Self-declaration in Form 10F (iv) Self-declaration by the Shareholders of having no permanent
establishment in India in accordance with the applicable tax treaty (v) Self-declaration of beneficial ownership by the
non-resident Shareholder (vi) Any other documents as prescribed under the IT Act for lower withholding of taxes if
applicable, duly attested by the Shareholder(s).

In case of Foreign Institutional Investors / Foreign Portfolio Investors, tax will be deducted under Section 196D of the IT
Act at the rate of 20%** (plus applicable surcharge and cess) or the rate provided in relevant DTAA, read with MLI
whichever is more beneficial, subject to submission of the above documents, if applicable. Further, in the case of a non-
resident Shareholder or a non-resident Foreign Portfolio Investor (FPI) / Foreign Institutional Investor (FII), higher rate of
tax as mentioned in Section 206AB shall not apply, if such non-resident does not have a permanent establishment in
India.

Ÿ All requests for lower withholding of tax along with documents and declarations should be submitted by the Members
on or before Thursday August 3, 2023- by e-mail to [email protected] and [email protected].

Ÿ The Annual Report 2022-23 and the Notice to the 48th AGM along with instructions for e-Voting are being sent only
through electronic mode to those Members whose e-mail addresses are registered with the Company, Registrar and
Share Transfer Agent and Depository Participant(s). Further, in line with the Ministry of Corporate Affairs (MCA), Notice
calling the AGM along with the Annual Report have been uploaded on the website of the Company at
www.adorfon.com. The Notice can also be accessed from the website of the Stock Exchange i.e., www.bseindia.com as
also from the NSDL portal i.e., www.evoting.nsdl.com.

ANNUAL REPORT 2022-23 16

 NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF

THE COMPANIES ACT, 2013
Item No. 4
Mrs. N Malkani Nagpal retires at the ensuing AGM as per the provisions of Section 152 of the Companies Act, 2013 and is
eligible for re-appointment. She has furnished her Director Identification number as 00031985 and made declaration that
she is not disqualified to become a Director.

BRIEF PROFILE AND ADDITIONAL INFORMATION ABOUT THE APPOINTEE

As per Secretarial Standard-2 and Regulation 36 of the SEBI (Listing Obligation & Disclosure Requirements), Regulations, 2015.

NAME
Mrs. Ninotchka Malkani Nagpal

DIRECTOR IDENTIFICATION NUMBER (DIN): 00031985

DATE OF BIRTH AND AGE: July 6, 1971; 51 years

DATE OF FIRST APPOINTMENT ON THE BOARD

July 20, 2007

QUALIFICATIONS AND EXPERIENCE

Mrs. N Malkani Nagpal is a graduate in Commerce with a Master’s degree in Business Administration from the Imperial
College, UK. She has also attained BSc in Business & Economics from Lehigh University, PA, USA. Her career started with
Alliance Capital Asset Management in New York and she has over two decades of experience with the Ador Group of
Companies. As Chairman of Corporate Social Responsibility Committee, she will be responsible for CSR activities. Her
educational qualification entails her to discharge her duties in the best possible manner.

RECOGNITION AND AWARDS

While in particular she has not received any award, the organisations where she has been associated, have been bestowed
with awards by Industrial Confederations.

AREA OF EXPERTISE
Finance

TERMS AND CONDITIONS OF APPOINTMENT

Appointment as Non-Executive and Non-Independent Director.

REMUNERATION DETAILS
Mrs. N Malkani Nagpal will be entitled to sitting fees for attending meetings of the Board and its Committees, besides
reimbursement of expenses for travel/conveyance, board and lodging. During the year 2022-23 she was in receipt of
Rs.85,000 (Rupees eighty five thousand only) as Sitting fees.

SHAREHOLDING IN THE COMPANY

Name Category Number of Equity Shares
Mrs. N Malkani Nagpal Director 7,60,700
Ms. Michelle Gulu Malkani Relative (Sister) 83,700
Mrs. Gulshan Gulu Malkani Relative (Mother) -
TOTAL 8,44,400

ANNUAL REPORT 2022-23 17

 NOTICE

NUMBER OF BOARD MEETINGS ATTENDED DURING THE YEAR AS A DIRECTOR

Five out of Five

RELATIONSHIP WITH OTHER DIRECTOR(S), MANAGER AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
Not related to any other Director, Manager and Key Managerial Personnel of the Company.

OTHER DIRECTORSHIPS, MEMBERSHIP/ CHAIRMANSHIP OF COMMITTEES OF OTHER BOARDS

Directorships held in other Companies (other than Ador Fontech Limited)

Ÿ Public Limited Companies: Ador Welding Limited and Piem Hotels Limited
Ÿ Private Limited Companies: J B Advani and Company Pvt. Ltd. and 1908 E-Ventures Pvt. Ltd.

Memberships / Chairmanships of Committees (other than Ador Fontech Limited)

Ÿ Risk Management Committee : Ador Welding Limited - Member
Ÿ Corporate Social Responsibility: Ador Welding Limited - Member
Ÿ Nomination and Remuneration Committee: Piem Hotels Limited-Member

Details of listed entities from which she has resigned during the past three years: Nil

The Board recommends the resolution set out at item no. 4 for approval.

Nature of concern or interest, financial or otherwise, if any:

Ÿ No Director of the Company is concerned or interested in the said resolution except Mrs. N Malkani Nagpal, as it
pertains to her appointment.
Ÿ None of the Key Managerial Personnel (KMP) of the Company is concerned or interested in the resolution.
Ÿ Other than Mrs. Gulshan Gulu Malkani and Ms. Michelle Gulu Malkani, relatives of Mrs. N Malkani Nagpal and holding
shares in Ador Fontech Limited, none of the KMPs or other Director(s) and their relatives is/are concerned in the
resolution.

Item No. 5
The Company’s manufacturing plants are situated at diverse locations and it is not possible for the Statutory Auditor of the
Company to visit and verify all the manufacturing units individually. In view of the same, it is proposed to authorise the
Board of Directors to appoint, in consultation with the Company’s Auditors, such persons as are qualified for appointment
as Branch Auditors under Section 143(8) read with Section 141 of the Companies Act, 2013 and such other Regulations/
Notifications, to audit the accounts, for the year ending March 31, 2024 and fix their remuneration.

The Board recommends the resolution set out at item no. 5 for approval.

Nature of concern or interest, financial or otherwise, if any:

Ÿ No Director of the Company is concerned or interested in the said resolution.

Ÿ None of the Key Managerial Personnel (KMP) of the Company is concerned or interested in the resolution.

Ÿ None of the Directors or KMPs or their relatives are in any way concerned or interested in the resolution.

Item No. 6
The Board has appointed M/s. Rao Murthy and Associates (Firm registration no. 000065) as Cost Auditors for the financial
year 2023-24 and finalised their remuneration. The same has been placed for approval/ratification of the Members.

The Board recommends the resolution set out at item no. 6 for approval.

ANNUAL REPORT 2022-23 18

 NOTICE

Nature of concern or interest, financial or otherwise, if any:

Ÿ No Director of the Company is concerned or interested in the said resolution.
Ÿ None of the Key Managerial Personnel (KMP) of the Company is concerned or interested in the resolution.
Ÿ None of the Directors or KMPs or their relatives are in any way concerned or interested in the resolution.

ADDITIONAL INFORMATION
General
NATURE OF INDUSTRY
Life enhancement of industrial components.

DATE OF COMMENCEMENT OF COMMERCIAL PRODUCTION

Job works/Manufacturing operations started at Nagpur on January 1, 1992 and October 15, 2003 at Bengaluru.

EXPECTED DATE OF COMMENCEMENT OF PROJECT AS APPROVED BY THE FINANCIAL INSTITUTIONS

Not Applicable

FINANCIAL PERFORMANCE BASED ON GIVEN INDICATORS

Detailed financial statements (including notes to the accounts) and comparative analysis (for last five years) forms part of
the Annual Report. As per the Companies Act, 2013 read with Rules and Schedules there under, details as at
March 31, 2023 are as follows: (i) Profit reckoned as per Section 198 for the purpose of managerial remuneration is
Rs. 3,447 lakhs (ii) Net worth is Rs. 14,891 lakhs (iii) Effective capital is Rs. 7,786 lakhs (iv) The Company has been paying
dividend from its inception and has not defaulted in payments to any of its Stakeholders and is debt-free.

Others
COMPARATIVE REMUNERATION PROFILE WITH RESPECT TO INDUSTRY, SIZE OF THE COMPANY, PROFILE OF THE
POSITION AND PERSON
As regards remuneration, the Company has best endeavoured to maintain industry standards.
Further, Mr. H P Ledwani's appointment was recently approved through postal ballot for the period from May 01, 2023 to
March 31, 2024 and in the ensuing meeting re-appointment of Mrs. N Malkani Nagpal is being taken up for the
cosideration of Members. Her detailed profile has been provided as part of the Notice.

STEPS TAKEN OR PROPOSED TO BE TAKEN FOR IMPROVEMENT

Focus on Revenue and Cost Control.

REASONS FOR LOSS OR INADEQUATE PROFITS

Given the possibility of global recession, it is best to remain cautious on profits.

EXPECTED INCREASE IN PRODUCTIVITY AND PROFITS IN MEASURABLE TERMS

Management has adopted focused business strategies in all spheres of business functions to improve sales and
profitability.

By order of the Board

For Ador Fontech Limited

Bengaluru GEETHA D
May 29,2023 Company Secretary

ANNUAL REPORT 2022-23 19

 NOTICE

INSTRUCTIONS TO MEMBERS FOR REMOTE E-VOTING AND FOR

JOINING THE ANNUAL GENERAL MEETING
Introduction: In view of the massive outbreak of COVID-19 pandemic, social distancing is a norm to be followed and
pursuant to Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of
Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 & Circular No. 02/2021 dated January 13, 2021 and
all other relevant Circulars issued from time to time, physical attendance of the Members at the Annual General Meeting
(AGM) venue is not required and the General Meeting can be held through video conferencing (VC) or other audio visual
means (OAVM).

In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, Notice calling the AGM has
been uploaded on the website of the Company at www.adorfon.com. Notice can also be accessed from the websites of the
Stock Exchange i.e., BSE Limited at www.bseindia.com; website of NSDL (agency for providing the Remote e-Voting
facility) i.e. www.evoting.nsdl.com.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

Ÿ Login method for e-Voting and joining of virtual meeting for Individual Shareholders holding securities in demat
mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number(s) and email id(s)
in their demat accounts in order to access e-Voting facility.
Login method for Individual Shareholders holding securities in demat mode is given below:

Type of Shareholders Login Method

Individual Shareholders holding Ÿ Existing IDeAS user can visit the e-Services website of NSDL Viz.
securities in demat mode with NSDL https://eservices.nsdl.com either on a Personal Computer or on a Mobile.
On the e-Services home page click on the ‘Beneficial Owner’ icon under
‘Login’ which is available under ‘IDeAS’ section. This will prompt you to
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click
on ‘Access to e-Voting’ under e-Voting services and you will be able to see
the e-Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of NSDL for
casting your vote during the remote e-Voting period or for joining the
virtual meeting and voting during the meeting.
NSDL MOBILE APP IS AVAILABLE ON Ÿ If you are not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select ‘Register Online for IDeAS Portal’ or
click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

Ÿ Shareholders/Members can also download NSDL Mobile App ‘NSDL

Speede’ facility by scanning the QR code mentioned alongside for
seamless voting experience.

ANNUAL REPORT 2022-23 20

 NOTICE

Type of Shareholders Login Method

Individual Shareholders holding Ÿ For direct access, visit the e-Voting website of NSDL. Open web browser by
securities in demat mode with NSDL typing the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a Mobile. Once the home page of e-Voting
system is launched, click on the icon ‘Login’ which is available under
‘Shareholder/Members’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number held with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see the e-Voting page. Click on company name or e-
Voting service provider i.e. NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period
or for joining the virtual meeting and voting during the meeting.

Individual Shareholders holding Ÿ Users who have opted for CDSL Easi/Easiest facility, can login through
securities in demat mode with CDSL their existing user id and password. Option will be made available to
reach e-Voting page without any further authentication. The users to
login Easi/Easiest are requested to visit CDSL website www.cdslindia.com
and click on login icon and New System Myeasi Tab and then input your
existing my easi username and password.

Ÿ After successful login the Easi/Easiest user will be able to see the e-Voting
option for eligible companies where the e-Voting is in progress as per
information provided by the companyies On clicking the e-Voting option,
the user will be able to see e-Voting page of the e-Voting service provider
for casting your vote during the remote e-Voting period or for joining the
virtual meeting and voting during the meeting. Additionally, there is also
a link provided to access the system of all e-Voting Service Providers, so
that the user can visit the e-Voting service providers’ website directly.

Ÿ If the user is not registered for Easi/Easiest, option to register is available at

CDSL website www.cdslindia.com. Click on login & New System Myeasi
Tab and then click on registration option.

Ÿ Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on the registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-
Voting option where the e-Voting is in progress and also be able to directly
access the system of all e-Voting Service Providers.

Individual Shareholders (holding You can also login using the login credentials of your demat account through
securities in demat mode) can login your Depository Participant registered with NSDL/CDSL for e-Voting facility.
through their Depository Participants Upon logging in, you will be able to see the e-Voting option. Click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see the e-Voting feature. Click on company
name or e-Voting service provider i.e., NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting
period or for joining the virtual meeting and voting during the meeting.

ANNUAL REPORT 2022-23 21

 NOTICE

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot
Password option available at the above mentioned websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues relating to login
through Depository i.e., NSDL and CDSL

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL sending a request to [email protected] or call 022 - 4886 7000 and
022 -2499 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with CDSL sending a request to [email protected] or contact
022- 23058738 or 022-23058542-43

Ÿ Login method for e-Voting and for joining of virtual meeting by Shareholders other than individual Shareholders
holding securities in demat mode and Shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
Ÿ Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a Mobile.
Ÿ Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under the
‘Shareholder/Members’ section.
Ÿ A new screen will open. You will have to enter your User ID, Password/OTP and a Verification Code as shown on the
screen.
Ÿ Alternatively, if you are registered for NSDL e-Services i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL e-Services after using your log-in credentials, click on e-Voting
and you can proceed to Step 2 i.e. Cast your vote electronically.
Ÿ Your User ID details are given below:
Manner of holding shares i.e. User ID
Demat (NSDL or CDSL) or Physical
For Members who hold shares in 8 Characters DP ID followed by 8 Digit Client ID
demat account with NSDL For example if your DP ID is IN 300*** and Client ID is 12****** then your user
ID is IN300***12******.
For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL For example if your Beneficiary ID is 12************** then your user ID is
12**************
For Members holding shares in EVEN Number followed by Folio Number registered with the Company.
Physical form For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***

Ÿ If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
Ÿ If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.

ANNUAL REPORT 2022-23 22

 NOTICE

Ÿ How to retrieve your ‘initial password’?

(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the
email and open the attachment i.e. pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘Initial password’.

(ii) If your email ID is not registered, please follow steps mentioned below in process for those Shareholders whose
email ids are not registered.

Ÿ If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:

(i) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.

(ii) Physical User Reset Password? (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.

(iii) If you are still unable to get the password by aforesaid two options, you can send a request to
[email protected] mentioning your Name, Demat account number/Folio number, PAN and your Registered
address etc.

(iv) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system
of NSDL.

Ÿ After entering your password, tick on Agree to the ‘Terms and Conditions’ by selecting on the check box.

Ÿ You will then have to click 'Login' button.

Ÿ After you click on the ‘Login’ button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY AND JOIN THE GENERAL MEETING ON NSDL E-VOTING SYSTEM

How to cast your vote electronically and join the Annual General Meeting on the NSDL e-Voting system?

Ÿ After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares and
whose voting cycle and General Meetings are in active status.

Ÿ Select ‘EVEN’ of the company for which you wish to cast your vote during the remote e-Voting period and cast your vote
during the General Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under ‘Join
Meeting’.

Ÿ Now you are ready for e-Voting as the Voting page opens.

Ÿ Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

Ÿ Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

Ÿ You can also take printout of the votes cast by you by clicking on the print option on the confirmation page.

Ÿ Once you confirm your vote on resolution, you will not be allowed to modify your vote.

ANNUAL REPORT 2022-23 23

 NOTICE

GENERAL GUIDELINES FOR SHAREHOLDERS

Ÿ Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorised
signatory(ies) who are authorised to vote, to the Scrutiniser by [email protected] and/or
[email protected] with a copy marked to [email protected]. Institutional Shareholders (i.e. other than
individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking
on ‘Upload Board Resolution / Authority Letter’ displayed under ‘e-Voting’ tab in their login.

Ÿ It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User
Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

Ÿ In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call 022 - 4886 7000 and 022 - 2499
7000 or send a request to Ms. Pallavi [email protected].

PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL IDS ARE

NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING
USER ID AND PASSWORD
Ÿ In case shares are held in physical mode please provide Folio No., Name of the Shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), Aadhaar (self attested scanned copy of
Aadhaar Card) by email to [email protected].

Ÿ In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, Client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card),
Aadhaar (self attested scanned copy of Aadhaar Card) to [email protected]. If you are an individual
Shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 i.e.
Login method for e-Voting and for joining virtual meeting for individual Shareholders holding securities in demat
mode.

Ÿ Alternatively Shareholders/Members may send request to [email protected] for procuring user id and password for e-
Voting by providing the above mentioned documents.

Ÿ In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number(s) and email Id(s)
correctly in their demat account in order to access e-Voting facility..

ANNUAL REPORT 2022-23 24

 NOTICE

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF

THE AGM
Ÿ Procedure for e-Voting on the day of the AGM is the same as per instructions mentioned above for remote e-Voting.

Ÿ Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the AGM.

Ÿ Members who have voted through ‘Remote e-Voting’ will be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM.

Ÿ Details of the person who may be contacted for any grievance connected with the facility for e-Voting on the day of
AGM will be the same person mentioned for Remote e-Voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM

THROUGH VC/OAVM
Ÿ Member will be provided facility to attend the AGM through VC/OAVM of the NSDL e-Voting system. Members may
access by following the steps mentioned above for access to NSDL e-Voting system. After successful login, you can see
link of ‘VC/OAVM’ placed under ‘Join meeting’ menu against the Company's name. You are requested to click on
VC/OAVM link placed under the Join Meeting menu. The link for VC/OAVM will be available in the
Shareholder/Members’ login where the EVEN of the Company will be displayed. Please note that the Members who do
not have the User ID and Password for e-Voting or have forgotten their User ID and Password may retrieve the same by
following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush.

Ÿ Members are encouraged to join the Meeting through ‘Laptops’ for better experience.

Ÿ Members will be required to allow Camera access and use Internet with a good speed to avoid any disturbance during
the meeting.

Ÿ Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

SPEAKER REGISTRATION
Ÿ Shareholders who would like to express their views/raise questions may send their queries five working days in
advance with the following details:
(i) Name
(ii) Demat account number/folio number
(iii) Email id
(iv) Mobile number
to Mr. Arvin Francis, Sr. O cer-Secretarial on the following e-mail ids: [email protected] and/or
[email protected].

Ÿ Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.

Ÿ The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to
ensure smooth conduct of the AGM.

ANNUAL REPORT 2022-23 25

 ANNUAL CERTIFICATIONS

DECLARATION PURSUANT TO SEBI (LODR) REGULATIONS, 2015

REGULATION 34(3) READ WITH SCHEDULE V (D)
As the Managing Director and Chief Executive O cer of Ador Fontech Limited, I hereby declare and certify that all the
Board Members and Senior Management Personnel of Ador Fontech Limited have a rmed compliance with the Code
of Conduct adopted by the Company for the financial year 2022-23.

COMPLIANCE CERTIFICATE PURSUANT TO SEBI (LODR) REGULATIONS, 2015

REGULATIONS 17 (7) AND 17(8) READ WITH SCHEDULE II
Information to be placed before the Board and Compliance certificate have been duly furnished.

DISCLOSURE PURSUANT TO SEBI (LODR) REGULATIONS, 2015

REGULATIONS 17 TO 27 AND CLAUSES (B) TO (I) OF REGULATION 46(2)
The Company has complied with disclosure requirements of Corporate Governance and has made submissions to the
BSE, besides details have been uploaded on the website of the Company.

DECLARATION PURSUANT TO SEBI (LODR) REGULATIONS, 2015

REGULATION 34(3) READ WITH SCHEDULE V (C) (5) (A)
There has been no pecuniary relationship or transaction between the Non-Executive-Independent Directors and the
Company.

DECLARATION PURSUANT TO SEBI (LODR) REGULATIONS, 2015

REGULATIONS 34(3) AND 36(3)(C) READ WITH SCHEDULE V (C) (2) (E)
There are no inter-se-relationship between the Directors/Board Members.

By order of the Board

For Ador Fontech Limited

H P LEDWANI GEETHA D
Bengaluru Managing Director & CEO Company Secretary
May 29, 2023 DIN: 00040629 & Compliance Officer

ANNUAL REPORT 2022-23 26

 AN INSPIRING JOURNEY
Rupees In Lakhs
25000
21202

20000 17766

14155
15000
12012

10000
5554

5000 3161 3669

1398
764
25
0
1979 1985 1990 1995 2000 2005 2010 2015 2020 2023

REVENUE GROWTH

Rupees In Lakhs
3500

3000

2500

2000

1500

1000

500

0
1979 1985 1990 1995 2000 2005 2010 2015 2020 2023

PROFIT BEFORE TAX PROFIT AFTER TAX

HYPETHERM EXPERIENCE
CENTRE
Exploring the Future of Precision Cutting
DIRECTORS’
REPORT
To the Members,
Greetings and we trust that this Report finds you and your
family in the best of health and well-being.
We are delighted to present the 48th Annual Report on the
business operations of the Company and the financial
statements for the year ended March 31, 2023.
 DIRECTORS’ REPORT

FINANCIAL HIGHLIGHTS Rupees In Lakhs

Standalone Consolidated
Particulars
2022-23 2021-22 2022-23 2021-22
Revenue 21,202 21,043 21,716 21,409
Earnings before interest, tax and depreciation 3,569 3,776 3,050 3,281
Finance/Interest cost - - (3) (5)
Depreciation (312) (271) (358) (316)
Profit before tax 3,257 3,505 2,689 2,960
Tax (954) (960) (933) (827)
Profit after tax 2,303 2,545 1,756 2,133
Opening balance in Retained Earnings 5,380 3,986 3,689 2,707
Net profit / loss for the year 2,303 2,545 1,756 2,133
Other comprehensive income for the year 19 19 23 19
Equity dividend (1,400) (770) (1,400) (770)
Transfer to general reserve (411) (400) (411) (400)
Closing balance in Retained Earnings 5,891 5,380 3,657 3,689

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors have recommended dividend of Rs.5 (Rupees five only) being two hundred and fifty percent on the
face value of Rs. 2 (Rupees two) per equity share. The entailed outflow will be Rupees seventeen crores and fifty lakhs.

The payment will be subject to the approval of Members at the ensuing Annual General Meeting. Members who hold
shares on the record date ie., August 4, 2023, will be eligible for dividend. The payout will be made after deducting
applicable income tax.

Further, the Board has recommended for transfer of rupees four crores and eleven lakhs from profit/surplus to the General
Reserve against rupees four crores transferred during the previous year and with this the general reserve will be rupees
eighty three crores.

REVIEW OF BUSINESS OPERATIONS

Standalone
The Company has registered sales turnover of rupees two hundred plus crores for the second year in consecutive with
profits at second best since inception.

As regards the proposed merger (as on the date of this report), while the Stock Exchanges have granted in-principle-approval,
the matter is before the National Company Law Tribunal (NCLT). It is pertinent to note that the amalgamation of Ador Fontech
with Ador Welding would inter-alia have the following major benefits: (i) To achieve the Vision of ‘Creating the Best Welding
Company’ and 'Consolidation of market position'. (ii) Optimal use of distribution network, sales force, human resources,
manufacturing units, supply chain, research and training facilities, which will add greater value and synergy to all Stakeholders.

In the intermittent, there have been joint meetings and common forums between the employees of both organisatons at
regular intervals, to facilitate sharing of best practices, work processes and co-ordinated efforts.

ANNUAL REPORT 2022-23 30

 DIRECTORS’ REPORT

Further, while it is normal for the organisation to undertake improvement activities regularly, the highlights for the year include:

(i) Opening up of 'Hypertherm Experience Centre' at Pune to show case the best of cutting equipment.

(ii) Sponsorship of Senior Employees to undergo learning programmes at the Indian Institute of Management (IIM) and
Indian School of Business (ISB).

(iii) Establishment of foothold at Dubai through the aegis of 'Ador One' for products and services, particularly in the area of
Repairs & Maintenance. This project is still at the primary nascent stage and the modus operandi to scale up will be
made slowly and securely.

Consolidated
The subsidiary 3D Future Technologies Private Limited's revenue increased to Rs.665 lakhs from Rs.484 lakhs of the
previous year, registering a growth of 37%. It may take few more years for the Company to break-even and thereafter
register profit. The Company continues to remain focused on (i) Cost control (ii) Employee development (iii) Increase of
e ciencies and (iii) Enhancement of market space for its products and services.

FINANCE AND ACCOUNTS

Disclosure on accounting treatment: As mandated by the Ministry of Corporate Affairs, the financial statements for the
year ended March 31, 2023 has been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified
under Section 133 of Companies Act, 2013 (hereinafter referred to as the Act) read with the Companies (Accounts) Rules,
2014 as amended from time to time. The estimates and judgements relating to the financial statements are made on a
prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions to reasonably present the
Company’s state of affairs, profits and cash flows for the year ended March 31, 2023.

Accounting Software: The Company runs its accounting package which forms an integral part of Enterprise Resource
Planning (ERP). As such, the system facilitates online/real time integration and compilation of data without much manual
interface and provides for transaction wise audit trail.

SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023 was Rs. 700 lakhs divided in to 350 lakhs equity shares of Rs. 2/-
each. There was no change in the capital structure of the Company during the year under review.

BOARD OF DIRECTORS
The Company has an appropriate mix of Executive, Non-Executive and Independent Directors with distinctiveness in
functions of governance and management. At the end of the financial year 2022-23, the composition of Board was as under:
Name Designation
Mr. A T Malkani Non-Executive; Promoter Director and Chairman
Mr. H P Ledwani Managing Director and Chief Executive Officer
Mrs. N Malkani Nagpal Non-Executive; Promoter Director
Mr. N S Marshall Independent Director
Mr. Santosh Janakiram Independent Director
Mr. Rafique Malik Independent Director

The Board met five times during the year, details of which are given in the Corporate Governance Report, which forms part
of this Annual Report. The intervening gap between the meetings were within the period prescribed under the Companies
Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. As required under the provisions
of sub-section (3) of Section 178 of the Companies Act, 2013, the Company has adopted optimum policies for Director’s
appointment and remuneration. The policy has been hosted on the website of the Company at www.adorfon.com.

ANNUAL REPORT 2022-23 31

 DIRECTORS’ REPORT

DIRECTORS
Director seeking re-appointment
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with relevant provisions of the Articles
of Association of the Company, Mrs. N Malkani Nagpal, Non-Executive Director is liable to retire by rotation and being
eligible has offered her candidature for appointment/re-appointment.

Details of changes in Directors and/or Key Managerial Personnel

Mr. H P Ledwani holds nearly five decades of experience in the welding industry and has been associated with Ador
Fontech since its inception. He has been largely instrumental in the growth and development of the organisation. His term
of employment was to end on April 30, 2023. Prior to the same, the Board had sought approval for extension of his service
up to March 31, 2024 which was duly approved by the majority of Shareholders.
Mr. R Krishna Kumar who was Chief Operating O cer (COO) resigned from the services of the Company on September 8, 2022.
Thereafter, Mr. Melville Ferns who was Executive Vice President and has been serving the organisation for the last over four
decades, took charge as the Chief Operating O cer. Mr. Melville Ferns graduated from the Nagpur University and holds
diploma in Marketing Management from the Xavier Institute of Management. He has successfully completed Advanced
Management Programme from the Indian Institute of Management (IIM-Bengaluru) and Innovation & Corporate
Entrepreneurship from the Indian School of Business (ISB-Hyderabad).

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act, with respect to the Directors’ Responsibility
Statement, it is hereby confirmed:
Ÿ In the preparation of the annual accounts for the year ended March 31, 2023; the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.
Ÿ The Directors have selected such accounting policies and applied them consistently & made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023 and of the profits of the Company for the year ended on that date.
Ÿ The Directors have taken proper and su cient care for maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.
Ÿ The Directors have prepared the annual accounts on a ‘going concern’ basis.
Ÿ The Directors have laid down internal financial controls to be followed and that such internal financial controls are
adequate and are operating effectively and
Ÿ The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

AUDIT COMMITTEE RECOMMENDATIONS

The Board has accepted all the recommendations of the Audit Committee and hence no further explanations have been
provided for in this Report.

PERFORMANCE EVALUATION
Board members
The Company has, during the year conducted an evaluation of the Board as a whole, its committees and individual
Directors including Independent Directors as stipulated in the Nomination and Remuneration Policy adopted by the
Company & as per the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (LODR) Regulations, 2015.
The evaluation was carried out on the basis of the below set targets:
BUSINESS CORPORATE CAPITAL PERFORMANCE OF COMMITTEE
STRATEGIES BUDGET EXPENDITURE PRODUCTS WISE REVIEWS

ANNUAL REPORT 2022-23 32

 DIRECTORS’ REPORT

Other parameters for such evaluation comprised - level of participation, integrity, independence, knowledge, impact and
influence on the Board. The Independent Directors of the Company also convened a separate meeting on February 02,
2023 and evaluated the performance of the Board, Non-Independent Directors and the Chairman. The Board is confident
that collectively and individually best possible efforts have been drawn.

Staff members
Performance management systems are in place and timely reviews were facilitated to provide feedback to the employees
on their performance.

INTERNAL CONTROL SYSTEMS

As part of internal controls, the ERP environment has been plugged with standard operating procedures (SOPs) including
checks & balances besides approval matrix to ensure accuracy of financial and non-financial transactions. Further, there
are Internal and Branch audits conducted both on quarterly and on an annual basis respectively, by external Chartered
Accountant Firms to ensure correctness of data.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instance of fraud committed against the Company by
its o cers or employees, the details of which need to be mentioned in the Board’s report.

AUDITS
Statutory Audit
In respect of the financial year 2022-23, there are no qualification(s) or reservation(s) or adverse remark(s) or disclaimer(s)
specified in the audit reports of the Standalone Financial Statements. Hence explanations or comments on the same do
not become applicable.

Secretarial Audit
The Company has complied with all applicable provisions of the Secretarial Standards and Secretarial Audit Report for the
financial year 2022-23, details of which forms part of the Annual Report.

Cost Audit
The Company maintains cost accounting records and has cost control measures in place.

AUDITORS
Statutory Audit
M/s. Praveen & Madan, Chartered Accountants (Firm Registration No. 011350S) having o ce at No. 237, 2nd Cross,
Cambridge Layout, Halasuru, Bengaluru 560 008 were appointed at the previous Annual General Meeting. They will
continue as Statutory Auditors for the financial year 2023-24.

Secretarial Audit
The Board has accorded permission to the Managing Director for appointment/re-appointment of Secretarial Auditor for
the financial year 2023-24, based on applicable Statutory/legal requirements. The appointment, terms & conditions and
remuneration shall be subject to mutual consent of the Organisation and the Auditor.

ANNUAL REPORT 2022-23 33

 DIRECTORS’ REPORT

Cost Audit
M/s. Rao Murthy and Associates, Cost Accountants (Firm Registration No. 000065) having o ce at Sampurna Chambers 13,
First Floor, Vasavi Temple Road, VV Puram, Bengaluru-560 004 have been appointed as the Cost Auditor and resolution for
approval/ratification of remuneration have been placed before the Members.

Members may note that irrespective of the fact, that the Cost Auditor has opined that it is not mandatory for the Company
to undertake cost audit, yet as good corporate governance and given the fact that ERP (Enterprise Resource Planning) is
new, the Company had preferred for the same. Besides, a review of costing system was also undertaken by the Cost Auditor
to ensure validation of variances as Standard Costing System is being followed in the aggregation of cost of goods sold.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return for the year 2022-23 in form MGT-7 in respect of the previous year have been uploaded on
the website at https://www.adorfon.com/investors-info/mgt9/.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (’the Rules’) notified by the Ministry of Corporate Affairs, all unpaid or unclaimed dividend are required
to be transferred by the Company to the Investor Education & Protection Fund, after completion of seven years.

Further, according to the rules, shares on which dividend has not been claimed by the Shareholder(s) for seven
consecutive years or more will have to be transferred to the demat account of the IEPF Authority. Accordingly, the
Company has transferred Rs.16,65,744.50 (Rupees sixteen lakhs, sixty five thousand, seven hundred forty four and paise
fifty only) and 25,502 equity shares of Rs.2/- each to the IEPF Authority. Details of unclaimed dividend and equity shares
transferred have been hosted on the website of the Company.

SUBSIDIARY
During the financial year 2022-23 the Company had contributed to equity share capital of its subsidiary amounting to
rupees seven crores and fifty lakhs. The wholly owned subsidiary became operational in January 2015 with inroads in to 3D
printing to address orthodontic problems. While this may be deemed as a pioneering effort, the requirement and scale of
operations require heavy capital base. The Company has endeavoured to infuse a mix of equity and debt to kick start and
keep the project ongoing, within the overall budgetary norms of the parent company.

The positivity of the venture is the consistent upward registration of revenue growth and the number of Orthodontic
Professional Doctors enrolled and the flip-side is the deferment or lagging of break-even-point. This point has also been
brought about by the Auditor of the Subsidiary in terms of CARO reporting, as regards registration of cash losses by the
venture during 2022-23 and in the corresponding previous year. With due deliberations and discussions with professionals
from varied fields including Technical, Market Research, Financial, Human Resources etc. and based on Valuation Reports,
it was decided by the Management of the Subsidiary, to maintain status quo as a Going Concern, particularly as the base of
the organisation has been well-set and it is at the point of inflection.

PRODUCTS AND SERVICES

The Company during the financial year 2022-23 laid thrust on online systems and solutions to create a niche digital
platform. Greater presence was made in social media like Facebook, LinkedIn and Youtube. This is expected to have far
reaching transitional effect on the method of managing business.

ANNUAL REPORT 2022-23 34

 DIRECTORS’ REPORT

REGISTRATIONS
The Company’s products are manufactured to international standards with adherence to quality systems and marketed
under registered Trademarks. Further, the primary logo of the Company, ‘Ador Fontech’ is a registered mark and during
the year 2022-23, the Trade Marks Authority had granted permission for registration of 'Ador-peace of mind' in few classes
and in respect of few others, the process is ongoing.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

During the financial year 2022-23, Inter-corporate-deposit (ICD) to Ador Powertron Limited and 3D Future Technologies
Private Limited was facilitated of which principal along with interest were duly repaid by the former and interest by the
latter with partial repayment.

The reckoning of interest for ICD was placed significantly higher than the bank rate. The requirement for ICD emanated
from the need to bridge finance working capital requirements, as per request letters received from the respective
organisations.

Note: Aggregate of investments and loans provided are within the powers and limits specified under Sections 179, 185
and 186 of the Companies Act, 2013.

CAPITAL EXPENDITURE
Employees have to travel deep in to industrial belts and some times in rugged terrains for marketing, sales and services. It is
not only the mobility factor, but there is also the need to use time productively and judiciously in the best interest of the
organisation. Hence, backlog on 'Capex' particularly on account of vehicles, which was put on hold during 'Covid' was duly
cleared.

DEPOSITS
The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on
deposits from the public was outstanding as on the date of the Balance Sheet.

LIQUIDITY
To have an optimum level of liquidity, the Company has ensured:
Ÿ Maintenance of healthy current ratio at all times during the year
Ÿ Best of efforts were channelised towards cost control/reduction of overhead expenses, to the extent possible
Ÿ Ensured credit cycle and investments are correctly managed to reduce default risk
Further, the Company continued to enjoy debt free status resulting in nil finance cost.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2022-23, the Company engaged in 17 activities involving a total payout of rupees forty eight lakhs
and fifty thousand. Details of which have been provided as part of the Report on Corporate Social Responsibility.
Incidentally, the Company has surpassed amount statutorily required to be spent on CSR activities.

ANNUAL REPORT 2022-23 35

 DIRECTORS’ REPORT

MATERIAL CHANGES, COMMITMENTS AND ORDERS

There has been no significant material changes and commitments affecting the financial position of the Company, which
has occurred between the end of the financial year and the date of this report. There were no significant orders passed
against the Company, by the Regulators or Courts or Tribunals, impacting the going concern status and the Company’s
operations in the future.

EMPLOYEES AND WORKPLACE CULTURE

The Company works on a cluster of professional staff members, both from sales and non-sales domain. The employees of
the Company are skilled to perform activities as per the requirements of Key Result Area (KRAs) and Key Performance
Indicators (KPIs). The Company is to a great extent policy driven with definitive good working culture. There is also a strong
vigil mechanism (whistle-blower) policy in place and all employees have access to the Chairman of the Audit Committee,
in case they may wish to report any concern.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company believes in providing a safe work environment to its employees. To ensure such an environment, the
Company has adopted ‘Anti-Sexual-Harassment’ policy which is in line with the requirements of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

An internal complaints committee has been specially constituted to redress complaints under sexual harassment.

During the fiscal year 2022-23, there were no complaints received under this category.

HEALTH AND SAFETY MEASURES

Health of employees and their families is paramount. The Company has subscribed to 'Doc Online' where in online
consultations with Doctors are made possible round the clock. Besides, there are also regular programmes pertaining to
wellness being conducted through the year like webinars, yoga and pranayama classes etc.

As regards maintenance of hygiene, the Company has outsourced housekeeping activities and extra cleanliness adopted
during Covid, still continues.

Further, during the course of work, employees are provided with necessary safety gadgets and inspections are conducted
at regular intervals.

QUALITY SYSTEMS
The Company holds the following ISO certifications (i) ISO 9001:2015 (ii) ISO 14001-2015 and (iii) ISO 45001:2018 through
the aegis of DNV GL Business Assurance. While the first two are Quality Certifications, the third pertains to Occupational
Health and Safety Management System.

RISK MANAGEMENT
The Company has adopted ‘Risk Management Policy’ to identify, assess, monitor and mitigate various risks which may impact
the Company’s business. The Company has an adequate framework to curtail any adverse impact on its core operations.

The Board of Directors and Management are committed towards identifying major risks exposed to the business and
means to mitigate the same.

INSURANCE
The Company has su cient insurance coverage encompassing Assets, Inventories, Transit, vehicles etc.

The Company has also covered employee related risks like Personnel accident, Workmen compensation, Employee’s
deposit linked insurance scheme etc. in order to safeguard the interest of personnel.

ANNUAL REPORT 2022-23 36

 DIRECTORS’ REPORT

NOMINATION AND REMUNERATION POLICY

As required under the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (LODR)
Regulations, 2015, the Company had adopted policy for Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors etc. Details on remuneration policy are
explained in the Corporate Governance Report.

DISCLOSURES
Related party transactions
All transactions entered in to with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the
SEBI (LODR) Regulations, 2015 during the financial year, were in the ordinary course of business and on an arm’s length
pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no material
significant transactions with related parties, during the financial year which were in conflict with the interest of the
Company. Hence statement in form AOC-2 is not required to be annexed to this report.

Suitable disclosures as required by the Accounting Standards have been provided in the notes to the Standalone and
Consolidated Financial Statements. The approved policy on ‘Related Party Transactions’ has been made available on the
website of the Company.

Insider trading
The Company has adopted ‘Code of Conduct’ for prevention of Insider Trading with a view to regulate trading in securities
by Directors and designated persons of the Company.

Further, the Stock Exchange and Designated Employees were duly informed on the closure and opening of the trading windows.

Details of fees paid to the Statutory Auditors

The total fees for all services paid by Ador Fontech Limited to M/s Praveen & Madan, Statutory Auditors, for the year ended
March 31, 2023:
Name Amount (In Rs.)
Audit fees 7,50,000
Certifications 73,160
TOTAL 8,23,160

Details of utilisation of funds raised through preferential allotment or

qualified institutional placement as specified under Regulation 32 of
the SEBI (LODR) Regulations, 2015
There were no funds raised by the Company through preferential allotment or qualified institutional placement during
the financial year 2022-23.

Certificate on non-disqualification of Directors

A certificate from Practicing Company Secretary has been received by the Company stating that none of the Directors on
the Board of the Company have been debarred or disqualified from being appointed or to continue as Directors.

ANNUAL REPORT 2022-23 37

 DIRECTORS’ REPORT

Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year alongwith their status as at the end of
the financial year: Not applicable
Details of difference between the amount of valuation done at the time
of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof : Not applicable
Disclosures with respect to demat suspense account/unclaimed
suspense account
In accordance with the requirements of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January,
2022, the Company has opened a Suspense Escrow Demat Account with the Depository Participant for transfer of shares
lying unclaimed for more than 120 days from the date of issue of Letter of Confirmation to the Shareholders in lieu of physical
share certificate(s), to enable them to make a request to Depository Participant for dematerialising the shares. During the
year under review, none of the shares has been transferred to Suspense Escrow Demat Account.

Other disclosures
The following reports have been annexed/appended and forms part of the Directors’ Report:
Ÿ Management discussion and analysis report
Ÿ Corporate governance report
Ÿ Report on CSR activities (including details of activities undertaken and amount spent)
Ÿ Conservation of energy, technology absorption, foreign exchange earnings and outgo
Ÿ Particulars of arrangements/transactions made with related parties
Ÿ Particulars of employees
Ÿ Details of Subsidiary and Associates

WEB LINK
All requisite documents have been uploaded on the website of the Company ‘www.adorfon.com'.

INITIATIVES
The Company continues to sustain its commitment to highest levels of quality, superior service management, robust
information security practices and mature business continuity management. These fundamental ethos and integrity will
continue to transcend in the years to come.

ACKNOWLEDGEMENTS
Employees are always recognised as an invaluable asset of the Company. The Directors wish to place on record their deep
sense of appreciation in acknowledgement of their yeomen service. On the same parlance, also extend thankfulness and
gratitude to all Government and Regulatory Authorities, Municipal Corporations, Financial Institutions, Shareholders,
Customers, Authorised Dealers, Channel Partners, Suppliers, besides all Organisations associated with the Company for
their continued patronage and splendid co-operation.
On behalf of the Board
For ADOR FONTECH LIMITED
A T MALKANI
Bengaluru Chairman
May 29, 2023 DIN: 01585637

ANNUAL REPORT 2022-23 38

 ART ARTISTS

ADOR HAS SUCCESSFULLY EXECUTED MORE THAN

70 KILN-SHELL JOINTS IN THE LAST FIVE YEARS
USING AUTOMATED SAW PROCESS
DOTES
Documentation Training and Educational
Services
 ANNEXURE TO
THE DIRECTORS’
REPORT
 ANNEXURE TO THE DIRECTORS’ REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ANNEXURE 1

ECONOMIC ENVIRONMENT
India is doing well in difficult times
India’s continued high growth is driven by several path-breaking-reforms including the following:

(i) Implementation of Goods and Service Tax(GST)

(ii) National Logistics Policy (NLP)

(iii) Amendments to Foreign Trade Policy (FTP)

(iv) Fast track of free trade agreement (FTA)

India aims to double its current annual GDP growth of close to USD 3.5 trillion to USD 7 trillion by 2027 and reach USD 10
trillion by 2030.

BUSINESS ENVIRONMENT
Welding can be traced back in its historic development to ancient times, with the earliest examples dating back to the
Bronze and Iron age. During the Iron age, Egyptians and people in the eastern Mediterranean area learned to weld pieces
of iron together. This was followed by the art of blacksmithing and welding through hammering during the middles ages.
Since the 19th century, people have developed increasingly e cient and effective welding techniques. Today, we even
have robotic welding, a method growing in popularity that uses computer control to weld metals much more quickly and
accurately than is possible through manual welding. With passing of each century, welding has become more streamlined
process with continual yet minimal innovations.

GLOBAL MARKET
Consumables
The global welding consumables market size reached US$ 11076.12 million in 2022 and is expected to grow at a CAGR of
9.22% till 2030. It is expected to reach value of US$ 18803.63 million by the end of 2030.

Equipment
The global welding equipment market size was valued at US$13066.96 million in 2022 and is expected to expand at a
CAGR of 6.9% reaching US$19501.64 million by 2028.

INDIAN MARKET
Consumables
The Indian welding consumables market size reached US$ 1,095 million in 2022. The International Market Analysis
Research and Consulting Group (IMARC) Group expects the market to reach US$ 1,570 million by 2028, exhibiting a
growth rate (CAGR) of 6.1% during 2023-2028.

ANNUAL REPORT 2022-23 42

 ANNEXURE TO THE DIRECTORS’ REPORT

Equipment
The Indian welding equipment market size is forecast to reach US$23.1 billion by 2027, after growing at a CAGR of 5.9%
during 2022-2027.

As regards Fabrication and Repair welding, both complement one another and are corollary. While the market for
fabrication industry is deterministic, that of repair welding is deductive in nature, which depends on two parameters:

Ÿ Weld defects as a process which happen during the course of fabrication including (i) Lack of penetration or
incomplete penetration (ii) Lack of fusion or incomplete fusion (iii) Undercut (iv) Spatter (v) Slag inclusions (vi) Cracks
(vii) Porosity and (viii) Overlap.

Ÿ Breakdown and maintenance requirement. As a thumb rule, market for repair welding will be in the range of
approximately fifteen to twenty percent as that of fabrication welding.

INDUSTRY STRUCTURE AND DEVELOPMENT

Repair welding
Although a weld repair may be a relatively straightforward activity, in many instances it can be
complex and various engineering disciplines may need to be involved to ensure a successful
outcome. It is recommended that ongoing analysis of the types of defect is carried out to discover
the likely reason for their occurrence (material/process or skill related).

In general terms, a welding repair involves:

(i) A detailed assessment to find out extremity of the defect. This may involve the use of surface or
sub-surface or non-destructive testing (NDT) method

(ii) Cleaning the repair area (removal of paint grease etc.)

(iii) Once established, the excavation site must be clearly identified and marked out

(iv) An excavation procedure may be required to be carried out (method used ie., grinding, arc/air
gouging, preheat requirements etc.)

(v) A welding repair procedure/method statement with the appropriate welding process,
consumables, technique, controlled heat input and interpass temperatures, etc. will need to be
approved and implemented meticulously.

(vi) Use of approved welders to be deployed to undertake repair welding

(vii) NDT procedure/technique to be prepared & carried out to ensure that the defect has been
successfully removed and repaired.

While repair seems a logical outcome for problems, yet the amount of times that a weld can be
repaired is very much dependent on the type of weld that is that needed for repairing. For example,
Low Alloy Steel re-welds are dictated by the heat-treated condition supplied. Whereas for
Chromium-Molybdenum (Cr-Mo) steels, there can only be two rewelds carried out. Consideration
should be given to the post-weld heat treatment operation, as well as any possible degradation of
the joint weld.

ANNUAL REPORT 2022-23 43

 ANNEXURE TO THE DIRECTORS’ REPORT

Further, depending on the specific application, all of the common welding processes can be used for repair welding:

Shielded metal arc welding (SMAW), Gas-metal arc welding (GMAW), Gas-tungsten arc welding (GTAW), Submerged arc
welding (SAW) & Plasma arc welding (PAW)

Many a times organisations are adopting newer technologies and materials like ceramics, laser welding etc. to ensure
longevity of weld parts and ease of handling.

2 2 Project size (Ex. large or one-off versus small or mass production)

4% 4% % % 6%
3% Production stage (early versus late in the project)
7%
Thickness/number of runs
16%

Fabrication/inspection requirements
Poor/incorrect fit up
18%

Material grade
Welding process
Welder's skill
5%
Welding conditions (Ex. position, accessibility)
% 6%
27
No specific factor can be indentified
Inspection technique used
Distribution of factors affecting
Site welding conditions
repair rates in weld

CURRENT YEAR OUTLOOK

Current year outlook remains positive as the Government has placed thrust on infrastructural developments as
enunciated in the budget presented by the Finance Minister.

Further, the Indian economy continues to perform well and remains one of the fastest growing in the world, despite the
fact that growth projection for 2023-24 has been slightly lowered to six percent.

OPPORTUNITIES
Welding industry has been one of the oldest and mature industry. While there are no radical changes that can be expected
in terms of technology, minor improvements happen consistently.

Window of opportunities exits in varied types of repair welding applications within India and offshore destinations like
Middle East and African countries. While it is rewarding, it poses equivalent challenges. It is important for organisations to
demark the choice of projects and ensure profitability.

During the year 2023-24 major international expo in terms of Essen Welding at Germany has been scheduled. This will
provide great opportunities for organisations across the globe to learn, share, compare and improvise as also look for
newer opportunities for growth.

RISKS, THREATS AND CONCERNS

Competition from organised and unorganised sectors exists, besides overseas organisations setting up business
establishments in India, offer a plethora of challenges. Even in the case of B2B when there arises breakdown, Shopfloor
Authorities generally use branded products, but may deploy nearby available Welder and Technician to have the
component(s) repaired, unless higher risk like breakage due to improper use of high value components may be anticipated.

ANNUAL REPORT 2022-23 44

 ANNEXURE TO THE DIRECTORS’ REPORT

SEGMENT WISE AND PRODUCT WISE PERFORMANCE

As regards segment wise performance, the gamut of repair welding largely encompasses provision of holistic solution.
Depending on the requirement, it may involve pure service or supply of materials or a combination of both. Further,
depending on the base materials there may be different varieties of products that may be offered. Further, even though at
revenue level categorisation is made in terms of Trading, Manufacturing and Services; yet supply of raw materials, job works
and deployment of other resources being mutually inclusive ie., with extensive overlap, combined holistic analysis is
opined to facilitate rationale inference.

While there was an impasse during covid, post covid most of the suppliers have raised their cost and passing of the same to
ultimate customers largely seems a major constraint due to competition.

BUSINESS ORGANISATIONS
Most business organisations are converging fabrication and repair welding business under a single roof. This offers the
advantage of increased scale of business operations, resulting in cost savings by way of optimal use of resources, easy
customer recall and last but not the least, unified platform for a ‘single stop solution’.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

To increase the operating effectiveness, automated IT systems are built to control risk and monitor different phases of
operations. During the year, the Company migrated to Ramco System’s Accounting Software package. There were
challenges at the inception to adapt to the new system and over a period of time it has got smoothened. Going forward,
the seamless integration is expected to facilitate finesse in accounting operations.

Further, the Company has various kinds of audits like Statutory, Internal, Goods and Service Tax, Cost Audit etc. all of which
are being undertaken by distinct external team of Auditors to ensure fair and transparent disclosures in the interest of all
Stakeholders.

PERFORMANCE ANALYSIS
Details on performances are reflected in the statement of financial results and ratio analysis.

M AT E R I A L D E V E L O P M E N T I N H U M A N R E S O U R C E
MANAGEMENT
The Company uses Human Capital Management (HCM) module of the Ramco System. As part of the same, mobile app is
made available to all employees, which is a self-service-module. Employees can mark their attendance, apply & authorise
leave and access salary slips while on the move. In other words, it is 'HR on the Mobile'.

SAFE HARBOR AND DISCLAIMER STATEMENT

Any statement(s) forming part of this document that are not statement(s) of historical facts should be considered as
forward-looking statement(s). There are a number of important factors that could cause the Company’s actual results to
differ materially, from those indicated by the forward-looking statements. Ador Fontech Limited disclaims any obligation
to update any forward-looking statement(s) to reflect future events or circumstances unless required on to a do so by law.

ANNUAL REPORT 2022-23 45

 BUILDING STRONGER TEAMS

HUMAN RESOURCE
DEVELOPMENT
Human Resource is the most valuable
asset of any organisation.

The growth of Ador Fontech can be

largely attributed to the passion and
dedicated efforts of its employees. The
staff strength as on March 31, 2023 was
166 besides 95 workers on contractual
rolls.

Kudos!!! to the Employee Fraternity.

The contribution of employees may not

have been possible, but for the support
from their families. Through the
medium of this Annual Report 'Special
Thanks' goes out to each of them.

ANNUAL REPORT 2022-23 46

 ANNEXURE TO THE DIRECTORS’ REPORT

RATIO ANALYSIS Rupees In Lakhs

2022-23 2021-22
Particulars
Standalone Consolidated Standalone Consolidated
Revenue from operations 20,778 21,423 20,477 20,957
Total income 21,202 21,716 21,043 21,409
Purchases 12,024 12,244 11,015 11,226
Earnings before interest, depreciation and tax (EBIDAT) 3,569 3,050 3,776 3,281
Depreciation 312 358 271 316
Earnings before interest and tax (EBIT) 3,257 2,692 3,505 2,965
Interest expense - 3 - 5
Exceptional items
Profit/(loss) before tax 3,257 2,689 3,505 2,960
Tax expense 954 933 960 827
Profit/(loss) after tax 2,303 1,756 2,545 2,133
Total comprehensive income 2,322 1,779 2,564 2,152
Equity dividend (percent) 250% - 200% -
Share capital 700 700 700 700
Reserves and surplus 14,191 11,957 13,269 11,578
Net worth 14,891 12,657 13,969 12,278
Gross property (Plant, equipment and intangible assets) 5,744 6,207 5,618 6,051
Net property (Plant, equipment and intangible assets) 2,809 2,926 2,810 2,921
Total assets 17,480 15,572 16,898 15,741
KEY RATIOS
Working capital turnover ratio (Revenue/Working capital) 2.0 2.3 2.0 2.4
Trade receivables turnover ratio (Credit sales/Average debtors) 7.2 7.2 7.5 7.5
Trade receivables turnover-No. of days ( Accounts receivable/Credit sales*365) 51 51 49 49
Trade payables turnover ratio (Purchase/Average creditors) 6.1 6.1 5.5 5.5
Trade payables turnover-No. of days (Accounts payable/Cost of goods sold*365) 59 60 65 65
Interest coverage ratio (EBIT/Interest expense) - - - -
Inventory turnover ratio (Cost of goods sold/Average inventory) 6.2 6.2 5.4 5.4
Current ratio (Current assets/Current liability) 5.4 4.2 4.5 3.6
Debt/Equity ratio (Debt/Shareholders' equity) - - - -
Earnings per share (Profit after tax/Number of equity shares) 6.6 5.0 7.3 6.1
EBIDAT/Sales ratio 17% 14% 18% 16%
Return on year end capital employed (EBIT/Capital employed) 22% 22% 27% 25%
Return on equity (Net income/Shareholders' equity) 15% 14% 18% 17%
Return on investment (Interest income/Cost of investment) 9% 6% 9% 7%
Debt service coverage ratio (EBIT/Debt service) - - - -
Capital turnover ratio (Total income/Shareholders' equity) 142% 172% 151% 174%
Gross profit margin ratio (Gross profit/Trunover) 32% 33% 36% 37%
Gross profit ratio (Profit before tax/Total income) 15% 12% 17% 14%
Net profit ratio (Profit after tax/Total income) 11% 8% 12% 10%

ANNUAL REPORT 2022-23 47

 ANNEXURE TO THE DIRECTORS’ REPORT

RATIO ANALYSIS Rupees In Lakhs

2022-23 2021-22
Particulars
Standalone Consolidated Standalone Consolidated
PARAMETERS
(a) Average debtors 2,903 2,985 2,739 2,788
Opening debtors 2,755 2,821 2,722 2,754
Closing debtors 3,051 3,148 2,755 2,821
(b) Average creditors 1,962 2,006 1,998 2,042
Opening creditors 2,131 2,182 1,865 1,901
Closing creditors 1,793 1,829 2,131 2,182
(c) Average capital employed 14,516 12,514 13,107 11,671
Opening capital employed (Total assets less current liabilities) 13,969 12,337 12,244 11,005
Closing capital employed (Total assets less current liabilities) 15,062 12,690 13,969 12,337
(d) Working capital 10,528 9,307 10,184 8,786
Current assets 12,946 12,189 13,113 12,190
Current liabilities 2,418 2,882 2,929 3,404
(e) Borrowings
(f) Gross margin 6,736 7,144 7,430 7,702
Sales 20,778 21,423 20,477 20,957
Cost of goods sold 14,042 14,309 13,047 13,255
(g) Average inventory 2,256 2,322 2,399 2,459
Opening inventory 2,274 2,350 2,523 2,567
Closing inventory 2,238 2,294 2,274 2,350
(h) Interest income 350 241 292 215
Average investment 3,898 3,903 3,231 3,235
Opening investment 3,817 3,822 2,644 2,648
Closing investment 3,978 3,983 3,817 3,822
(i) Computation of gross margin
Turnover 20,778 21,423 20,477 20,957
Expenses
Material cost 12,060 12,300 11,265 11,443
Consumable and stores 9 17 11 17
Power, fuel and utilities 92 96 80 87
Security charges 39 39 29 29
Subcontracting of job works 1,319 1,319 1,215 1,215
Labour 268 268 186 186
Freight and forwarding 255 270 261 278
Total expenses 14,042 14,309 13,047 13,255
Gross profit 6,736 7,114 7,430 7,702

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REPORT ON CORPORATE GOVERNANCE

ANNEXURE 2

The Company believes that good corporate governance is essential to create sustainable growth and maximise
stakeholders value. Hence, it remains committed to adhering with the best of practices in governance and disclosures
besides, the business module adopted follows transparency and simplicity in all its endeavours.

POLICIES AND DOCUMENTATION

In consonance with SEBI guidelines and Listing requirements, the Company has adopted various policies, which are
uploaded on the website: https://www.adorfon.com/investors-info/policies-code-and-practices/

BOARD OF DIRECTORS
Broad terms of reference
The following are generally provided to the Board of Directors:
Ÿ Annual strategies and operating plans
Ÿ Capital budgets and updates thereon
Ÿ Quarterly and half yearly unaudited financial results of the Company and its subsidiary
Ÿ Audited financial results of the Company
Ÿ Minutes of the meetings of the Board Committees
Ÿ Information on recruitment and remuneration of Senior Executives, just below the level of the Board
Ÿ Risk mitigation plans and updates
Ÿ Show cause, demand, prosecution and penalty notices, which are materially important
Ÿ Fatal or serious accidents, dangerous occurrences, any material e uent or pollution problems
Ÿ Any material default in financial obligation by the Company/ substantial non-payment of goods sold by the Company
Ÿ Details of any joint venture/collaboration agreement
Ÿ Transactions that involve substantial payment towards goodwill, brand equity or intellectual property
Ÿ Any issue, which involves possible public or product liability, claims of substantial nature, including any order/
judgement/ strictures on the Company or any adverse view regarding another enterprise, that can have negative
impact on the Company
Ÿ Significant labour problems and their proposed solution
Ÿ Any significant development in human resources/ industrial relations front like signing of wage agreement,
implementation of voluntary retirement scheme etc.
Ÿ Sale of material nature of investments, subsidiaries, assets etc. which are not in the normal course of business
Ÿ Quarterly details of foreign exchange exposures and steps taken by the Management to limit the risk of adverse
exchange rate movement
Ÿ Non-compliance of any regulatory, statutory or listing requirements and Shareholder services such as unclaimed
dividend, delay in share transfers, etc.
Ÿ Updates on the working of Subsidiary

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Meetings
During the year 2022-23, five Board meetings were held on
May May Aug Nov Feb

192022
312022
12
2022
03 2022
02
2023

Composition Director’s identification number

Name of the Director Category of Directorship Name of the Director Identification numbers
Mr. A T Malkani Promoter and Non-Executive Mr. A T Malkani 01585637
Mrs. N Malkani Nagpal Promoter and Non-Executive Mrs.N Malkani Nagpal 00031985
Mr. H P Ledwani Executive Mr. H P Ledwani 00040629
Mr. N S Marshall Non-Executive & Independent Mr. N S Marshall 00085754
Mr. Santosh Janakiram Non-Executive & Independent Mr. Santosh Janakiram 06801226
Mr. Rafique Malik Non-Executive & Independent Mr. Rafique Malik 00521563

Attendance and Directorships

Attendance at Board meetings, last Annual general meeting, number of directorships in other companies & membership
in committees across various companies:

Financial year 2022-2023 As on March 31, 2023

Attendance at Other Directorships
Name of the Director
Board AGM Committee Positions
Nos.
Meetings 28.07.2022 No. of Membership Chairmanships

Mr. A T Malkani Five Present One One -

Mrs. N Malkani Nagpal Five Present One Three -
Mr. H P Ledwani Five Present - - -
Mr. N S Marshall Four Present Three Five -
Mr. Santosh Janakiram Four Present One Two One
Mr. Rafique Malik Three Present Two Four Two

Notes: (i) Other Directorship, Membership and Chairmanship excludes Ador Fontech Limited, Private limited companies
and Alternate Directorship. (ii) For Membership/Chairmanship only Audit and Stakeholders Relationship Committees are
considered. (iii) Directors have a rmed compliance w.r.t. the applicable number of Committee positions and
Chairmanship as per Regulation 26 of SEBI (LODR) Regulations, 2015.

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 ANNEXURE TO THE DIRECTORS’ REPORT

Core skills/ expertise competencies of the Board

The Company believes that effective contribution of the Board will impact the Company’s performance and therefore,
Members of the Board have co-opted to have a blend of skills, experience and diversity of perspectives.

The whole gamut of analysis is done on a feedback mechanism on structured questionnaires with an effective plan, do
and check programme, based on initiatives of previous year’s observations, current and proposed actions.

The following competencies are currently available with the Members, besides educational qualifications (including
graduations/programmes from Harvard and Stanford Universities) and rich experience in terms of finance, legal and
overall business management.

Strategic Planning Skill sets to evaluate corporate/ business strategies and based thereon to facilitate and improvise the
Company’s strategies in the achievement of its goals.
Governance Expertise in developing good governance practices, serving the best interests of all Stakeholders,
maintaining accountability, building Stakeholder engagements and driving corporate ethics and values.

Risk Management and Expert scrutiny of key risks impacting the Company’s business and contributing towards development of
Compliance internal control systems for risk mitigation and management.

Disclosure of Directorships in Listed Entities and skills/expertise/

competence of Director(s) as per Schedule V of the SEBI (Listing
Obligation & Disclosure Requirement) Regulations, 2015
Name of the Director Name of the Listed Category of Directorship Specific skills/ expertise/ competence
entity in the context of business and sector
Mr. A T Malkani Ador Fontech Limited Non-Executive Promoter Director Vision and strategic planning
Ador Welding Limited Executive Promoter Director
Mr. H P Ledwani Ador Fontech Limited Whole time/Executive Director Organisational development,
sustenance and profitability
Mrs. N Malkani Nagpal Ador Fontech Limited Non-Executive Promoter Director Financial management
Ador Welding Limited Executive Promoter Director
Mr. N S Marshall Ador Fontech Limited Non-Exe. & Independent Director Leadership in multiple business
verticals
Ador Welding Ltd. Non-Exe. & Independent Director
Simmonds Marshall Ltd. Executive Promoter Director
Hindustan Hardy Limited Non-Exe. & Independent Director
Mr. Santosh Janakiram Ador Fontech Limited Non-Exe. & Independent Director Legal, governance and regulatory
requirements
Hindustan Construction Non-Exe. & Independent Director
Company Limited

Mr. Rafique Malik Ador Fontech Limited Non-Exe. & Independent Director Leadership of large organisation
Metro Brands Limited Whole time/Executive Director
MICR Electronics Limited Non-Exe. & Independent Director

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AUDIT COMMITTEE

Broad terms of reference

Ÿ Review the Company’s financial reporting process and its financial statements

Ÿ Review the e cacy of internal control mechanism including financial controls and monitor risk management policies
adopted by the Company

Ÿ Review reports furnished by Internal/Statutory Auditors and ensure that suitable follow up action is taken

Ÿ Examine accounting, taxation and disclosure aspects as stipulated under various legislations

Ÿ Recommend appointment/re-appointment as also terms of appointment and remuneration of Auditors

Ÿ Solicit professional guidance and support, wherever required

Ÿ Review and monitor Auditor’s independence, performance and effectiveness of the audit processes

Ÿ Examination of financial statements and the Auditors report thereon

Ÿ Approval/ratification of transactions of the Company with related parties

Ÿ Scrutiny of inter-corporate loans, investments and deposits

Ÿ Soliciting professional and legal opinions, wherever required

Ÿ All other applicable matters

Meetings
During the year 2022-23, five Audit Committee Meetings were held on

May May Aug Nov Feb

192022
31
2022
122022
03
2022
022023

Composition and attendance

Name of the Director Designation Attendance
Mr. N S Marshall Chairman Four
Mrs. N Malkani Nagpal Member Five
Mr. Santosh Janakiram Member Four
Mr. Rafique Malik Member Three

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Vigil mechanism/ whistle blower policy

Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires a listed entity to
formulate vigil mechanism for Directors and Employees to report genuine concerns. In consonance with the same, the
Company has established vigil mechanism to report genuine concerns directly to the Members and Chairperson of the
Audit Committee through e-mail subject to proof and genuineness of identification. Any Director or Employee using this
mechanism shall not be subject to victimisation. The Members of the Audit Committee will take appropriate action to
redress grievances, if any. No person is denied access to the Audit Committee.

Risk management
FOREX AND HEDGING
To a large extent changes in currency fluctuations get offset against premium on hedging and hence the Company has
not chosen to hedge.

MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS

During the year 2022-23, there were no materially significant related party transactions with the Promoters, Directors or
the Management, their subsidiaries or relatives etc. that had a potential conflict with the interest of the Company at large.

INVESTMENT IN COMMODITY MARKET

In terms of Regulation 34(3) read with Clause 9(n) of Part C of Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular SEBI/HO/CFD/
CMD1/CIR/P/2018/0000000141 dated November 15, 2018, the Company has not made any investment in commodity
market. Therefore, disclosures as specified in the circular is not applicable to the Company.

M A N A G E M E N T D E V E LO P M E N T, N O M I N AT I O N A N D
REMUNERATION COMMITTEE
Terms of reference
Ÿ To formulate criteria for determining qualifications, competencies, positive attributes and independence for the
appointment of Director(s) both, Executive and Non-Executive

Ÿ To recommend to the Board:

SIZE AND COMPOSITION OF THE BOARD SUCCESSION PLANNING

EVALUATION OF PERFORMANCE REMUNERATION FRAMEWORK AND POLICIES

Ÿ To lay out remuneration principles for employees linked to their effort, performance and achievements

Meetings
During the year 2022-23, four Management Development, Nomination & Remuneration Committee Meetings were held:
May Aug Nov Feb

19
2022
122022
032022
022023

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Composition and attendance

Name of the Director Designation Attendance
Mr. Rafique Malik Chairman Two
Mrs. N Malkani Nagpal Member Four
Mr. N S Marshall Member Three
Mr. Santosh Janakiram Member Three

The nomination and remuneration policy is provided herewith pursuant to Section 178(4) of the Companies Act, 2013
read with Regulation 19 of SEBI (LODR). The Policy is also available on the website of the Company at
https://www.adorfon.com/investors-info/policies-code-and-practices/.

Appointments
During the year 2022-23, the Committee recommended for the re-appointment of Mr. H P Ledwani for an additional term
commencing from May 1, 2023 to March 31, 2024 to facilitate the proposed merger of Ador Fontech Limited with Ador
Welding Limited. It was deemed that the professional experience and expertise of Mr. H P Ledwani particularly in the field
of welding will be of immense value addition. The Board accepted the recommendation and requested for approval from
the Shareholders through postal ballot which was duly accorded.

Details of remuneration
WHOLE TIME DIRECTOR Rupees in lakhs
Names Salary Benefits Total
Mr. H P Ledwani 248 34 282

Notes:

Ÿ The agreement with Mr. H P Ledwani ceased on April 30, 2023. Before cessation the term was extended from May 1,
2023 up to March 31, 2024 by way of approval of the Shareholders through postal ballot.

Ÿ Salary includes basic, house rent, incentive/award, educational allowance, reimbursement towards medical and
perquisites like leave travel concession.

Ÿ Benefits include contribution towards retiral funds like provident, superannuation besides leave encashment.

Ÿ Performance linked incentive is applicable to the Managing Director on a graded scale on the profits.

Ÿ No stock option has been provided.

Ÿ Remuneration is in terms of appointment as per the Shareholders/Members approval dated July 28, 2022 and
reckoned as per the Companies Act, 2013 and in particular modification notified under MCA circular dated
September 12, 2018 read with corresponding amendments to (i) Schedule V of the Companies Act, 2013 and (ii) The
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2018.

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NON EXECUTIVE DIRECTORS

Ÿ Sitting fees for Board, Audit & Stakeholders Relationship committee meetings are Rs. 8,000/- (Rupees eight thousand
only), Rs.5,000/- (Rupees five thousand only) and Rs.4,000/- (Rupees four thousand only) respectively.

Ÿ No sitting fees gets paid for: (i) Corporate social responsibility committee. (ii) Management development, nomination
and remuneration committee.

Ÿ Directors in general will also be entitled towards travel expenditure (not being remuneration/perquisite) of travel
fare/board and lodging/daily allowance/per diem allowance (as may become applicable) to enable discharge of
o cial duties. Amount in Rupees

Name of the Director 2022-23 2021-22

Mrs. N Malkani Nagpal 85,000 68,000
Mr. N S Marshall 52,000 52,000
Mr. Santosh Janakiram 68,000 51,000
Mr. Rafique Malik 51,000 34,000
TOTAL 2,56,000 2,05,000

EMPLOYEES
Remuneration including for Senior Management of the Company are driven by Performance Management System (PMS).
It entails setting up of achievable targets at the beginning of the year and review of the same from time to time,
culminating in an annual appraisal. Based on achievements in graded bands, the percentage of increments and
incentives gets factored.

TRAINING AND DEVELOPMENT

DOTES - Documentation training and educational services is a dedicated arm in the Company, which provides valuable
platform for Management and Employee Programmes. There are three classifications (i) Induction (ii) Refresher and
(iii) Special/Customised programmes.

SNAPSHOT OF TRAINING PROGRAMMES

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INDEPENDENT DIRECTORS COMMITTEE

Terms of reference
Ÿ Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole
Ÿ Evaluation of the Chairman of the Company, taking in to account the views of Executive, Non-Executive and
Independent Directors
Ÿ Evaluation of performance of the Executive Director
Ÿ Assess the quality, quantity and timeliness of the flow of information between the Company’s Management and the
Board that is necessary for the Board to effectively and reasonably perform its duties

Meetings
During the year 2022-23, two Independent Directors Committee meetings were held on:
May Feb

31 2022
022023

Composition and attendance

Name of the Director Designation Attendance
Mr. N S Marshall Member One
Mr. Rafique Malik Member One
Mr. Santosh Janakiram Member Two

Familiarisation programme
Independent Directors have three key roles – Governance, Control and Guidance.

As part of familiarisation programme updates are provided on changes that have happened during the current financial
year through presentations (video and power points) besides, Heads of departments are invited to appraise on the status
and activities of the Company and its subsidiary.

Performance evaluation
Independent Directors who met on February 2, 2023 caused performance evaluation of the Chairman, Managing Director,
Non-Independent Director and the Board as a whole. Amongst others the following were the primary criteria for
evaluation:
Ÿ Contribution towards holistic development of the Company – short term as well as long term
Ÿ Contribution towards development of strategies
Ÿ Contribution towards risk management policies and its implementation
Ÿ Participation in the Board meetings and Annual general meeting of the Company

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STAKEHOLDERS RELATIONSHIP COMMITTEE

Broad terms of reference

The Stakeholders Relationship Committee of the Board looks in to redressal of Investors’ complaints like non-receipt of
annual reports, dividend payments etc. and matters related to share transfers/transmission, issue of duplicate share
certificates, de-materialisation/re-materialisation of shares and other allied transactions. The Committee has delegated
powers to the Executives of the Company, to facilitate quick response.

Compliance officer
The Company has appointed Ms. Geetha D as the Company Secretary and Compliance o cer of the Company.

Details of complaints for the year 2022-23

No. of complaints at the No. of complaints received No. of complaints resolved No. of complaints pending at
beginning of the year during the year during the year the end of the year
Nil Two Two Nil

Transfer committee meetings

Six sub-committee meetings were held during the year 2022-23.

Director’s shareholding as on March 31, 2023

Name of the Director Number of shares
Mr. A T Malkani 15,86,452
Mrs. N Malkani Nagpal 7,60,700
Mr. H P Ledwani 1,29,948
Mr. N S Marshall 1,16,198
Mr. Santosh Janakiram -
Mr. Rafique Malik -

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GENERAL BODY MEETINGS

Dividend history Rupees In Lakhs

Financial year Dividend percent Dividend outflow Tax on dividend Total outflow
2021-22* Two hundred 1,400 - 1,400
2020-21* One hundred and ten 770 - 770
2019-20** Ninety 630 129 759
2018-19 One hundred and seventy-five 613 125 738
2017-18 One hundred and fifty 525 107 632
2016-17 One hundred and fifty 525 107 632
2015-16 One hundred and seventy-five 613 125 738
2014-15 One hundred and seventy-five 613 125 738
2013-14 One hundred and seventy-five 613 104 717
2012-13 One hundred and seventy-five 613 104 717

Notes: (i)*Tax deducted at source from Shareholders at applicable rates (ii) **Interim dividend

Location and time of last three Annual General Meetings

Financial year Date Location of the meeting Time (hrs.)
2021-22 28.07.2022 Meeting through video conference 11:00 A.M.
2020-21 06.08.2021 Meeting through video conference 11:00 A.M.
2019-20 23.09.2020 Meeting through video conference 11:00 A.M.

SPECIAL RESOLUTIONS
Year Particulars
2022 Re-appointment of Managing Director & CEO - Mr. H P Ledwani - April 1, 2022 to April 30, 2023
2021 Re-appointment of Managing Director & CEO - Mr. H P Ledwani
2020 Re-appointment of (i) Chairman - Mr. A T Malkani (ii) Managing Director & CEO - Mr. H P Ledwani and
(iii) Independent Director - Mr. Rafique Malik

POSTAL BALLOT
Year Particulars
2023 Re-appointment of Managing Director & CEO - Mr. H P Ledwani for the period from - May 1, 2023 to March 31, 2024.

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DISCLOSURES

Compliances
The Company has complied with various Rules and Regulations prescribed by the Stock Exchange, Securities and
Exchange Board of India and/or other Statutory Authorities relating to capital markets during the last three years. No
penalty or strictures have been imposed by them on the Company.

Affirmation
To the best of knowledge, the Company has complied with all mandatory requirements pertaining to corporate
governance.

GENERAL SHAREHOLDERS’ INFORMATION

Annual general meeting
Day: Friday ; Date: August 11, 2023 ; Time: 11:00 A.M.
Mode: Meeting through 'Video Conference’

Stock exchange and fees

Bombay Stock Exchange Limited, Mumbai
Phiroze Jeejeebhoy Towers, Dalal Street Mumbai 400 001
The Company has paid listing fees to the Stock Exchange up to the financial year 2023-24.

Book closure dates

August 05, 2023 to August 11, 2023 (both days inclusive)

Dividend payment date

August 16, 2023 and onwards

ISIN
INE853A01022

Scrip code
530431

Corporate/Head office
CIN: L31909KA1974PLC020010
Belview 7 Haudin Road Bengaluru 560 042
Tel: (080) 2559 6045 / 73 Fax : (080) 2559 7085

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Reclamation centre
S-60-61 MIDC Hingna Industrial Estate Nagpur 440 016

Manufacturing plant I
486 B-1 14th Cross 3rd Main 4th Phase Peenya Industrial Area Bengaluru 560 058

Manufacturing plant II
A-288 6th Main 2nd Stage Peenya Industrial Estate Bengaluru 560 058

Share transfer agent

Integrated Registry Management Services Private Limited
CIN: U74900TN2015PTC101466
30 Ramana Residency Sampige Road Malleswaram Bengaluru 560 003
Tel: (080) 2346 0815–18 Fax: (080) 2346 0819

Dematerialisation of shares and liquidity

94.7% of the paid-up share capital of the

Company stands dematerialised

GDRs/ADRs/Convertible instruments
The Company has no outstanding GDRs/ADRs/ Warrants or convertible instruments.

Reconciliation of share capital

During the financial year 2022-23, audits were carried out at the end of every quarter by a qualified Practicing Company
Secretary for reconciling total admitted and listed capital with the total number of shares in physical form and
dematerialised shares held with NSDL and CDSL. Duly confirmed reports have been submitted to the Stock Exchange.

Related party transactions

The Company has formulated policy on related party transactions, as required under the provisions of the Companies Act,
2013 and in terms of SEBI Listing Regulations. The same has been uploaded on the Company’s website.

Insider Trading Regulations

Ÿ In terms of PIT (Prohibition of Insider Trading) Regulations,, the Company has been intimating significant changes, if
any, in the shareholding of Promoters, Directors, KMPs and Senior Management Personnel to the Stock Exchange
(BSE).

Ÿ With the amendment brought in by SEBI (Prohibition of Insider Trading) Amendment Regulations, 2019; trading
window is being closed from the end of each financial quarter and reopened forty-eight hours after the declaration of
results/ Board meeting. Reporting is made on the closure of trading window to the Stock Exchange (BSE) as well as
due intimations are being provided to the Directors and covered Employees for their compliance.

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Documents which have been uploaded on the website:

Ÿ Composition of the Board

Ÿ Brief profile of the Directors

Ÿ Details of the Promoter and Promoter Group

Ÿ Audit Committee Charter and policies framed thereunder

Ÿ Policy on Management Development, Nomination and Remuneration Committee

Ÿ Policy on Stakeholders’ Relationship Committee

Ÿ Policy on Corporate Social Responsibility

Ÿ Policy pertaining to Related Party Transactions

Ÿ Policy for determining Material Subsidiary

Ÿ Policy on Whistle blower cum vigil mechanism

Ÿ Policy on prevention of Sexual Harassment

Ÿ Policy related to Insider Trading Regulations

Ÿ Terms and conditions of appointment of additional Independent Directors

Ÿ Terms and conditions of appointment of Independent Directors

Ÿ Code of ethics and business principles applicable to Non-Executive Directors

Ÿ Guidelines on professional conduct, role, functions and duties of an Independent Director

Ÿ Methodology of familiarisation programme for Independent Directors

Ÿ Remuneration to Non-Executive Directors

Ÿ Details of unclaimed dividends and unclaimed shares

Ÿ Financial results

Ÿ Shareholding pattern

Ÿ Corporate governance report

Ÿ Annual reports

Ÿ Notices and documents addressed to the Members

Ÿ Business responsibility statement

Ÿ Code of practices and procedures for fair disclosure of unpublished price sensitive information

Ÿ General – Details of products, business partnerships, trademarks, awards and accolades

Ÿ Policies of the Company have been upload at: https://www.adorfon.com/investors-info/policies-code-and-practices/

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Distribution schedule as at March 31, 2023

Number of Shareholders Amount
Nominal value (Rs.)
Number Percent In Rs. Percent
Upto 5,000 12,130 91.53 1,03,35,380 14.76
5,001-10,000 603 4.55 45,96,088 6.57
10,001-20,000 243 1.83 37,43,432 5.35
20,001-30,000 73 0.55 18,68,752 2.67
30,001-40,000 49 0.37 17,89,204 2.56
40,001-50,000 32 0.24 14,59,386 2.08
50,001-1,00,000 53 0.40 37,80,328 5.40
1,00,001 and above 70 0.53 4,24,27,430 60.61
TOTAL 13,253 100.00 7,00,00,000 100.00

Stock price data: Bombay Stock Exchange, Mumbai

Month Open High Low Close
April 2022 69 80 69 72
May 2022 72 80 67 74
June 2022 76 76 64 70
July 2022 71 81 68 77
August 2022 77 88 72 84
September 2022 84 92 75 86
October 2022 87 87 75 75
November 2022 75 82 70 81
December 2022 81 84 73 80
January 2023 86 86 78 79
February 2023 81 85 77 80
March 2023 81 91 80 88

Comparative closing share prices

ADFL

BSE

Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
‘22 ‘22 ‘22 ‘22 ‘22 ‘22 ‘22 ‘22 ‘22 ‘23 ‘23 ‘23

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DETAILS OF UNCLAIMED DIVIDENDS AND SHARES

Financial Dividend Due date(s) for transfer Unclaimed Remarks
year (s) declaration date(s) to IEPF account dividend (In Rs.)
2015-16 04 August 2016 06 October 2023 15,25,422.50
(i) 25,502 number of shares were transferred to
2016-17 02 August 2017 04 October 2024 15,96,324.00 IEPF account in FY 2022-23.
2017-18 02 August 2018 04 October 2025 8,92,584.00 (ii) 19,150 shares are due for transfer to IEPF
2018-19 01 August 2019 03 October 2026 8,55,596.00 account during the FY 2023-24.
2019-20 27 February 2020 30 April 2027 14,90,981.40 Kindly note: Id dividend remains unclaimed for a
2020-21 06 August 2021 08 October 2028 11,81,494.00 period of seven years, both dividend and shares
are liable to be transferred to the Investor
2021-22 28 July 2022 29 September 2029 20,11,090.00 Education and Protection Fund (IEPF).
TOTAL 95,53,491.90

GENERAL
Particulars Details
Half-yearly/quarterly financial results sent to each Shareholders’ residence No
In which newspaper quarterly & half yearly results are normally published English
Business Standard
Financial Express
Kannada
Eesanje
Website, where results or official news are displayed www.adorfon.com

Disclosure of interest
Details of disclosure of interest by the Directors have been provided as part of the Notice to this Report.

Credit rating
The Company is a debt free entity and with no outstanding instruments, it has not specifically sourced any credit rating(s).

Non-mandatoryrequirements
Ÿ The Company has a Non- Executive Chairman belonging to the Promoter Group

Ÿ The positions of the Chairman and Managing Director are distinct

Ÿ The Company has a separate team of Internal Auditors who conduct quarterly audits on the accounts of the Company

Ÿ Necessary trainings are provided to the Board Members, as and when required.

SPECIAL MEETING
A meeting of the Independent Directors, Audit Committee and the Board was held on May 31, 2022. The Members of
respective Committees and the Board discussed at length and accorded consent for the proposed merger of Ador
Fontech with Ador Welding, subject to approval from Statutory/Regulatory Authorities and the Shareholders.

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CONTACT PERSON(S)

Secretarial Department
MS. GEETHA D
Company Secretary, Compliance and Nodal O cer
Ador Fontech Limited
Belview 7 Haudin Road Bengaluru 560 042
T: (080) 2559 6045/2559 6073

MR. ARVIN PRASAD FRANCIS

Sr. O cer - Secretarial
Ador Fontech Limited
Belview 7 Haudin Road Bengaluru 560 042
T: (080) 2559 6045/2559 6073
E: [email protected]

MR. SURENDRA SINGH

O cer - Secretarial
Ador Fontech Limited
Belview 7 Haudin Road Bengaluru 560 042
T: (080) 2559 6045/2559 6073
E: [email protected]

Registrar & Share Transfer Agent

MR. HARISH
Integrated Registry Management Services Private Limited
30 Ramana Residency 4th Cross Sampige Road Malleswaram Bengaluru 560 003
T: (080) 2346 0815/818
E: [email protected]

The Nodal O cer, Secretarial Department and the Registrar & Share Transfer Agent will be responsible to co-ordinate
between the Shareholders and IEPF Authorities as regards requirements with respect to claim for repayment of dividend
and re-transfer of shares, if any.

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 ANNEXURE TO THE DIRECTORS’ REPORT

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

As per Regulation 46(2) of the Securities and Exchange Board of India (LODR) Regulation 2015

To
The Members
Ador Fontech Limited

We have examined the compliance of conditions of Corporate Governance by Ador Fontech Limited (‘the Company’) for
the year ended March 31, 2023 as per Regulations 17-27, clauses (b) to (i) of Regulation 46(2) and paragraphs C, D and E of
Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations,
2015 (‘Listing Regulations’).

MANAGEMENT’S RESPONSIBILITY
The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility
includes design, implementation, and maintenance of operating effectiveness of internal controls to ensure compliance
with the conditions of corporate governance as stipulated in the Listing Regulations.

AUDITOR’S RESPONSIBILITY
Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form
of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in
paragraph 1 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the
Company for ensuring compliance with the conditions of corporate governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.

We have examined the relevant records of the Company in accordance with the applicable Generally Accepted Auditing
Standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered
Accountants of India (the ‘ICAI’), and the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI
which requires that we comply with ethical requirements on the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for firms that perform audits and reviews of historical financial information & other assurance and related service
engagements.

OPINION
Based on the procedures performed by us and to the best of our information and according to the explanations provided
to us, in our opinion, the Company has complied in all material respects, with the conditions of Corporate Governance as
stipulated in the Listing Regulations during and for the year ended March 31, 2023.

We state that such compliance is neither an assurance as to the future viability of the Company nor the e ciency or
effectiveness with which the Management has conducted the affairs of the Company.

For PRAVEEN & MADAN

Chartered Accountants

Praveen Kumar N
Partner (Membership No. 225884)
Firm Registration No.011350S
Bengaluru UDIN: 23225884BGVJXZ3265
May 29, 2023 Peer Review Certificate No.: 014926

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 ANNEXURE TO THE DIRECTORS’ REPORT

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

ANNEXURE 3

CSR POLICY
The Company operates in the domain of ‘Life Enhancement of Industrial Components’. It is dedicated to conserve and
preserve valuable mineral resources and guided by the theme ‘Reclaim... do not replace’. The activities of the Company
itself may be deemed as part of CSR activities with emphasis on ‘Care for Environment’ and ‘Conservation of Natural
Resources’. Besides the above, diversified focus on CSR activities also includes participation in:

1 Providing basic necessities of life for the underprivileged

2 Medical

3 Vocational/ skill development programmes

4 Learning/ education

5 Contingency based support during calamities

6 Community development projects

7 Sports

Support for the old age homes, terminally ill,

8 special children and destitute etc.

The CSR Committee will be in charge and render the following

functions
Ÿ Develop annual strategy and plan for CSR based on guidelines set by the Companies Act, 2013 and Rules framed there
under

Ÿ Decide on the modalities for execution of programmes

Ÿ Recommend amount to be spent on CSR activities

Ÿ Monitor execution mechanism for CSR projects

Ÿ Periodic reporting and communication to the Board

The CSR activities will be implemented either directly on its own by the Company or through non-profit organisations,
which are in to CSR activities. The Company may also enter into collaborative partnerships with Government, NGO’s,
independently registered non-profit organisations, so as to widen the Company’s reach and leverage upon collective
expertise and experience.

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 ANNEXURE TO THE DIRECTORS’ REPORT

Meetings
During the year 2022-23, four CSR Committee Meetings were held on:
May Aug Nov Feb

19 2022
12
2022
03
2022
022023

Composition and attendance

Name of Director Designation / Nature of Number of meetings of CSR Number of meetings of CSR
Directorship Committee held during the year Committee attended during the year
Mrs. N Malkani Nagpal Chairman Four Four
Mr. A T Malkani Member Four Four
Mr. H P Ledwani Member Four Four
Mr. N S Marshall Member Four Three

Web-link where composition of CSR committee, CSR policy and CSR

projects approved by the Board are disclosed on the website of the
company
https://www.adorfon.com/about-us/corporate-social-responsibility/

https://www.adorfon.com/investors-info/policies-code-and-practices/

Details of impact assessment of CSR projects carried out in pursuance

of sub-rule (3) of Rule 8 of the Companies (Corporate social
responsibility policy) Rules, 2014, if applicable (attach the report)
Not Applicable

Details of amount available for set off in pursuance of sub-rule (3) of

Rule 7 of the Companies (Corporate social responsibility policy) Rules,
2014 and amount required for set off for the financial year, if any
Not Applicable

Average net profit of the Company as per Section 135(5)

Average net profit of the company as per section 135(5) – Rs.2406.33 lakhs

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 ANNEXURE TO THE DIRECTORS’ REPORT

CSR DETAILS Rupees In Lakhs

Two percent of average net profit of the company as per Section 135(5) 48.12
Surplus arising out of the CSR projects or programmes or activities of the previous financial years -
Amount required to be set off for the financial year, if any -
Total CSR obligation for the financial year 48.12

CSR AMOUNT SPENT OR UNSPENT FOR THE FINANCIAL YEAR

Amount Unspent
Total amount spent
Total amount transferred to unspent CSR Amount transferred to any fund specified under Schedule VII
for the financial
account as per Section 135(6) as per second proviso to section 135(5)
year
Rupees In Lakhs Amount Date of transfer Name of the fund Amount Date of transfer
48.50 Not Applicable

Details of CSR amount spent against ongoing projects for the financial
year
Not Applicable

Details of CSR amount spent against other than ongoing projects for
the financial year
Details of
Amount Mode of implementing
Item from the list of Local Location of the spent implem -
Name of the agency
activities in schedule area project for the entation
project Name/PAN/CSR
VII to the Act (Yes/ No) project Direct number
(in Rs.) (Yes/No)
State District CSR Reg. number
NATIONAL HERITAGE

Har Ghar Thiranga - National Heritage Yes Karnataka Bengaluru 0.05 Yes Direct NA
Patriotism
WOMEN EMPOWERMENT
Skill development - Empowerment of No Tamil Nadu Chennai 7.00 No Sethu CSR
Vocational training women Foundation 00010215
programme
ENVIRONMENT
Afforestation - Environmental No Maharashtra Mumbai 2.00 No Emerald CSR
Plantation of trees sustainability Sustainable 00007567
Foundation
SPORTS
Sports - Distribution of Training for paralympic Yes Karnataka Bengaluru 0.60 No Association CSR
wheel chairs of People 21795960
with
Disabilities

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 ANNEXURE TO THE DIRECTORS’ REPORT

Details of
Amount Mode of implementing
Item from the list of Local Location of the spent implem -
Name of the agency
activities in schedule area project for the entation
project Name/PAN/CSR
VII to the Act (Yes/ No) project Direct number
(in Rs.) (Yes/No)
State District CSR Reg. number
STUDENT WELFARE

Children-Welfare and Hostel facilities No Maharashtra Mumbai 2.00 No Bal Asha CSR
rehabilitation Trust 00001250
SUPPORT TO THE AGED AND DISABLED
Distribution of food Livelihood Yes Karnataka Bengaluru 4.00 Yes Direct NA
grains- Senior citizens, Maharashtra Nagpur 1.30 Yes Direct NA
orphanages, terminally
ill, and physically
challenged
MEDICAL SUPPORT
Eye care - Promoting health care Yes Karnataka Bengaluru 10.00 No Globe Eye CSR
Establishment of vision including preventive Foundation 00010306
centre at Devanahalli health care
Medical support- Promoting health care Yes Karnataka Bengaluru 2.00 Yes Direct NA
Need based including preventive
hospitalisation health care
Wellness programme - Promoting health care No Bihar Patna 1.00 No Satyananda CSR
Free training including preventive Yoga 00018655
programme in yoga for health care Kendra
the general public
Palliative care - Promoting health care No Maharashtra Mumbai 1.00 No Jimmy CSR
Cancer patients including preventive Billimoria 00001543
health care Foundation
EDUCATION
Transportation - Education No Delhi Delhi 7.00 No Save Life CSR
Emergency care Foundation 00000728
Kalvi - Digital learning Education No Tamil Nadu Chennai 2.00 No Bumble CSR
Bee Trust 00024336
Nutrition - Breakfast Education Yes Karnataka Bengaluru 2.00 No Sai Mayee CSR
for children in Trust 00047902
Government School
Learning - Distribution Education Yes Karnataka Bengaluru 0.02 Yes Direct NA
of notebooks, pencils
and pens
Scholarship -Bright Education Yes Karnataka Bengaluru 0.03 Yes Direct NA
Student's Programme
Back to School - Education No Kerala Perumba 1.50 No Vyasa Vidya CSR
Distribution of -vur Niketan 00019323
computers School
Education for all- Education Yes Karnataka Bengaluru 5.00 No Ador CSR
School fees Fontech 61/03-04
Charitable
Fund

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 ANNEXURE TO THE DIRECTORS’ REPORT

Amount spent in Administrative Overheads

Not Applicable

Amount spent on Impact Assessment, if applicable

Not Applicable

Total amount spent for the Financial Year

Rs. 48.50 lakhs

Excess amount for set off, if any Rupees In Lakhs

Particulars Amount
Two percent of average net profit of the Company as per Section 135(5) 48.12
Total amount spent for the financial year 48.50
Excess amount spent for the financial year 0.38
Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any -
Amount available for set off in succeeding financial years 0.38

DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING

THREE FINANCIAL YEARS Rupees In Lakhs

Preceding Amount Amount spent Amount transferred to any fund specified under Amount
financial year transferred to in the reporting Schedule VII as per Section 135(6), if any remaining to
unspent CSR financial year be spent in
account under succeeding
Section 135(6) Name of the fund Amount Date of transfer financial year
Not Applicable

Ador Fontech Charitable Fund

Besides, the yearly CSR contribution as mandated, the Company also undertakes charitable work in the areas of (i) Women
empowerment (ii) Livelihood (iii) Medical support (iv) Special education etc. through the aegis of Ador Fontech Charitable
Fund, to subserve the poorest of the poor. It may be pertinent to note that the Charitable Fund was formed before the
enactment of CSR legislation.

Women
Empowerment
Livelihood
Medical Support
Special Education

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Details of CSR amount spent in the financial year for ongoing projects
of the preceding financial year(s):
Project ID Name of the Financial year Project Total amount Amount spent Cumulative Status of the
project in which the duration allocated for on the project amount spent project -
project had the project (Rs) in the reporting at the end of Completed /
commenced financial the reporting Ongoing
year (in Rs. ) financial year
(in Rs.)

Not Applicable

Rs.48.12 Amount to be spent towards

lakhs CSR during FY 2022-23
CSR
Summary
Rs.48.50 Amount spent towards
lakhs CSR during FY 2022-23

In case of creation or acquisition of capital asset, furnish details relating

to the asset so created or acquired through CSR spend in the financial
year (asset-wise details)
Not Applicable

Specify reason(s), if the Company has failed to spend two percent of the
average net profit as per section 135(5)
Not Applicable

For Ador Fontech Limited

Bengaluru N Malkani Nagpal A T Malkani H P Ledwani

May 29, 2023 Chairman of the CSR Committee Chairman Managing Director & CEO

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO
ANNEXURE 4

CONSERVATION OF ENERGY
The Company markets inverter-based welding equipment with an in-built Voltage Reduction Device (VRD) that
helps to save energy. Besides, efforts are also being made to conserve and optimise the use of energy through recycling,
improved operational methods, maximum use of sky light, use of LEDs, air circulating rotatory exhaust fans, energy saving
PCB’s etc.

TECHNOLOGY ABSORPTION
Ÿ Efforts in brief made towards technology absorption and innovation: Locally available raw materials are utilised to gain
maximum advantage

Ÿ Benefits derived as a result of the above efforts

(i) Product improvement
(ii) Reduced cost of final products
(iii) Comparable quality and performance with products produced using imported materials

Ÿ Details of technology imported during the last five years reckoned from the beginning of the financial year
(i) Technology imported: Nil
(ii) Year of import: Not applicable
(iii) Has technology been fully absorbed- If not fully absorbed, areas where this has not taken place. Give reasons for the
same and explain future plan of action, if any: Not applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO

Please refer notes to the financial statements

RESEARCH AND DEVELOPMENT (R AND D)

• Specific areas in which R & D has been carried out: Continual efforts are being made to improve the manufacture of
equipment, besides development of newer types of electrodes and flux cored wires

• Benefits derived as a result of the above R and D

(i) Conservation of basic raw materials coupled with low cost and longer life
(ii) Improvement in the quality of products

• Future plan of action: To make further progress in areas enunciated as above

• Expenditure on R and D
(i) Capital: Nil
(ii) Recurring: As of now, it is being maintained as an ongoing part of production activities
(iii) Total: Not applicable

• Total R & D expenditure as a percent of total turnover: Not applicable

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 ANNEXURE TO THE DIRECTORS’ REPORT

PARTICULARS OF EMPLOYEES
ANNEXURE 5

Ratio of remuneration of each Director to the median remuneration of

the employees of the Company, for the financial year 2022-23
Name of the Director Designation Ratio
Mr. A T Malkani * Chairman Nil
Mr. H P Ledwani Managing Director & CEO 19.8
Mrs. N Malkani Nagpal** Promoter Director 0.06
Mr. N S Marshall** Independent Director 0.04
Mr. Santosh Janakiram** Independent Director 0.05
Mr. Rafique Malik** Independent Director 0.04
*No remuneration was paid during the year 2022-23
**Were paid sitting fees for Board and Committee Meetings

Number of employees on the rolls of Company as on March 31, 2023

One hundred and sixty six

Comparative remuneration
Ÿ Key parameters for any variable component of remuneration availed by Directors. The Managing Director is paid
commission based on a graded scale on the profits of the Company.
Ÿ Percentage increase in remuneration of the Directors and KMP’s
There were no changes in the amount of sitting fees for each of the Board and Committee meetings. Further, the
Managing Director & CEO and Company Secretary & CFO were provided an increase of nine and fifteen percent,
respectively during financial year 2022-23.
Ÿ Average percentile increase already made in the salaries of employees other than the managerial personnel in FY
2022-23 and its comparison with the percentile increase in the managerial remuneration and justification thereof and
point out if there are any exceptional circumstances for increase in the managerial remuneration:
The average increase in remuneration of employees in general was eleven percent during the financial year 2022-23.
The increase in remuneration of managerial personnel was on similar lines based on performance metrics and
compares with the general employee populace.

EMPLOYEE RECOGNITION AND AWARDS

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Affirmation
The remuneration stated above is in accordance with the remuneration policy of the Company.

Ÿ Details of the Whole time Directors and Employees with annual remuneration of Rs. 102 lakhs or more who are/were
employed throughout the year or monthly remuneration of Rs. 8.5 lakhs or more, even if employed for part of the year
during the financial year 2022-23: Rupees in lakhs

Name Designation Age Remuneration Qualifications Exp. Date of Last Last

joining designation employer
Mr. H P Managing 69 282 current year B.Sc (Hons) 49 01.12.1979 Group Ador Welding
Ledwani Director years 258 previous year DAM, DTMM years Leader Ltd (Pre. Advani
0.37 percent (Professional) Oerlikon Limited)
Ms. Tanya H General 32 101 current year B.Sc 12 19.11.2019 Sr. Tech. Accenture
Advani Manager years 89 previous year MBA years Strategy
0.10 percent (Promoter Gr.) Consultant

Ÿ Details of top ten employees in terms of remuneration during the financial year 2022-23
Name Designation Age Nature of duties/ Qualifications Exp. Date of Designation Last
role joining (prev. empl.) employer
Mr. Melville COO 62 Head-Business BA 41 01.03.1982 - First employment
Ferns operations AMP-IIM(B) years in Ador Fontech
Limited

Mr. Rajesh V Executive 59 Head-Welding & BE Mechanical 36 29.10.1990 Senior Sales Lloyd Insulations
Joshi VP - Cutting Equipment years Executive Private Limited
Technical
Mr. S S Vice 61 Plant-in-Charge DME, DMM 40 16.10.2008 Asst. General Ador Welding
Mohiuddin President Head-SCM EMP-ISB & IIM years Manager Limited
Mr. K Paneer Sr. General 59 Head-SBU-West B.Tech 40 16.06.1993 Supervisor Diffusion
Selvam Manager and South divisions Mechanical years Welding Engineers Ltd.

Mr. Palgun Sr. General 42 Head Strategy and BE Polymer 17 12.10.2015 Head Sundaram Auto
Vembar Manager IT-ERP Science, years Business- Components
PGDBM, Mkt. Planning

Mr. Hari General 58 Head-SBU- North, B.Com 39 23.02.1984 - First employment

Kumar Manager Central and East years in Ador Fontech
Divsion Limited
Mr. C V V General 57 Head-Railway BE Mechanical 33 01.04.1991 Engineer Circuit and
Srinivas Manager Business years Sales Systems

Mr. H Srinivasan General 56 Head-Hypertherm Diploma 36 02.05.1997 Business Nucor Weld

Manager Business Mechanical years Manager India Private
Engineering Limited

Mr. Manohar General 62 Head IT - B.Com, DCE 42 01.04.1987 Senior Advani Oerlikon
D Pai Manager Infrastructure and years Officer Limited
Software
Mr. Sanjay Jain General 48 Head Technical ME Mechnical 28 21.01.2019 Head Essar Steel
Manager Service years Fabrication India Limited

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Notes:
(i) List excludes Directors and KMP
(ii) Details reckoned as at March 31, 2023 excluding employees who have resigned during the year
(iii) Details as above comprise employees in the cadre of General Manager and above
(iv) Appointment of Managing Director & CEO are contractual in nature and approved by the Shareholders
(v) Appointment of Senior Management Personnel are as per the terms of employment
(vi) There are no inter-se-relationship between the Employee(s) and Director(s) or between Directors
(vii) Details of qualifications and others are as provided by the Director/Employee
(a) Salary includes Basic, HRA, Allowances and Reimbursements towards electricity etc. (b) Benefits includes
contribution to provident fund, superannuation fund and leave encashed during the year
(viii) Details on remuneration shall be made available on specific request received from the Shareholders. Average
remuneration is rupees forty five lakhs. Request should be in writing duly signed and should have the following
enclosures (i) identity (Pan card) & (ii) address proof (Aadhaar) and should be addressed to the Corporate o ce-
Secretarial Department
(ix) Legends: 3DFT-3D Future Technologies Pvt. Ltd.; LE-SERVICES - Life enhancement of industrial components; SBU-
Strategic business unit; AMP-Advanced Management Programme from IIM, DME-Diploma in Mechanical
Engineering, DAM-Diploma in Administrative Management, DTMM-Diploma in Textile Management and
Marketing, PGDBM Mkt.- Post Graduate Diploma in Business Management-Marketing, MD-Managing Director,
CEO-Chief Executive O cer, COO-Chief Operating O cer, CFO-Chief Financial O cer, VP-Vice President, BC-
Business Consultant, GM-General Manager

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CONTRACTS/ARRANGEMENTS ENTERED IN TO BY THE

COMPANY WITH RELATED PARTIES
ANNEXURE 6

D E TA I L S O F C O N T R A C T S O R A R R A N G E M E N T S O R
TRANSACTIONS NOT AT ARM’S LENGTH BASIS: Not applicable

D E TA I L S O F C O N T R A C T S O R A R R A N G E M E N T S O R
TRANSACTIONS AT ARM’S LENGTH BASIS
Name(s) of the Related Party and nature of relationship
Name of the Related Party CIN/Reg. No. of the Related Party Holding/Subsidiary/ Associate
J B Advani & Company Pvt. Ltd. U51900MH1925PTC004217 Promoter/Associate
Ador Welding Ltd. L70100MH1951PLC008647 Associate
Ador Powertron Ltd. U31103PN1995PLC084268 Associate
Ador Multiproducts Ltd. L85110KA1948PLC000545 Associate
3D Future Technologies Pvt. Ltd. U74999MH2015PTC261114 Wholly owned subsidiary

DURATION OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS

Purchase/sale of materials, provision of services, lease rental accommodation for o ce premises are in the ordinary course
of business with no specific time frame, except inter-corporate deposit(s) which are provided on an yearly basis.

NATURE OF CONTRACTS/ ARRANGEMENTS/ TRANSACTIONS

(i) Purchase & sale transactions are based on purchase/ sales invoices. Transactions are on arm’s length basis, with pricing
compatible to market quotes and transactions of similar nature of respective companies. (ii) 3D Future Technologies Pvt.
Ltd. was formed as a wholly owned subsidiary and registered in Mumbai. The Company has infused equity capital. (iii) The
Company has lease rental agreements with Ador Welding Ltd. & Ador Powertron Ltd. for sharing of o ce premises and for
equipment with 3D Future Technologies Private Limited. (iv) Inter-Corporate-Deposits are provided to Ador Powertron
Limited (repaid during the year) and 3D Future Technologies Private Ltd. to leverage on better interest rates. Details and
values of transactions with related parties are depicted as part of ‘Notes to the Financial Statements’.

DETAILS OF APPROVAL BY THE BOARD, IF ANY

(I) Wholly owned subsidiary-3D Future Technologies Pvt. Ltd. was formed vide Board resolution dated November 11, 2014.
(ii) General purchases/sales, lease rentals and ICD (Inter- Corporate-Deposit) and subscription to Rights Issue are approved and
ratified by the Audit Committee, Board at their meetings during the year (dated May 19, 2022; August 12, 2022; November 3,
2022; February 02, 2023).

AMOUNT PAID AS ADVANCES, IF ANY: As on date – Nil

DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS: Not
Applicable.

Note: The Company is also filing details of transactions of Related Parties with the Stock Exchange (BSE) on a half yearly
basis as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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FORM AOC-1
ANNEXURE 7

PART A : SUBSIDIARY
Particulars Details
Name of the subsidiary 3D Future Technologies Private Limited
Reporting period of the subsidiary concerned, if different from holding Not Applicable
company’s reporting period Reporting year: April to March
Reporting currency and exchange rate as on the last date of the relevant Not Applicable
financial year in case of foreign subsidiaries

Share Capital Authorised Capital: Rs. 1,500 lakhs

Paid up capital: Rs. 1,128 lakhs – As at 31.03.2023
Reserves and surplus/ other equity Rs. (1,641 lakhs) – As on 31.03.2023
Total assets Rs. 1,197 lakhs – As on 31.03.2023
Total liabilities Rs. 1,709 lakhs – As on 31.03.2023
Investments Rs. 15 lakhs – As on 31.03.2023
Turnover Rs. 665 lakhs – As on 31.03.2023
Profit/ (loss) before tax Rs. (568 lakhs) – As on 31.03.2023
Provision for tax/ deferred tax credit Rs. 21 lakhs – As at March 31.03.2023
Profit/ (loss) after tax Rs. (547 lakhs) – As at March 31.03.2023
Proposed dividend Nil
Percentage of shareholding One hundred percent by Ador Fontech Limited

PART B : ASSOCIATES AND JOINT VENTURE

Particulars of J B Advani Ador Ador Ador

Associates and Company Welding Powertron Multiproducts
Latest audited Balance Sheet 31.03.2023 31.03.2023 31.03.2023 31.03.2023
Number of shares 92,13,301 - - -
Amount of investment in Associate/ joint - - - -
venture
Extent of holding (percent) - - - -
Description of how there is significant influence Promoter Associate Associate Associate
Net-worth, Balance Sheet and Profit/(loss) - - - -

Reason why the associate/joint venture is There are no cross shareholdings between Ador Fontech Ltd. and any other Ador
not consolidated Group of Companies. J B Advani and Company Pvt. Ltd. holds 92,13,301 equity shares
(26.32%) in Ador Fontech Ltd. and has investments in other Ador Group of
Companies. Hence, classified as Associates/Related Parties.
Considered in consolidation - - - - -
Not considered in consolidation - - - - -
Note: Joint Venture of Dualrank Fontech has ceased. The Authorised Dealer -HDFC Bank- is in the process of closure
of the venture with the Reserve Bank of India.

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EXTRACT OF ANNUAL RETURN

ANNEXURE 8

REGISTRATION AND OTHER DETAILS

Corporate Identification Number (CIN) L31909KA1974PLC020010
Registration number & date of incorporation 020010 and August 22, 1974
Category/ Sub- category of Company Company Limited by Shares/ Indian Non-Government Company
Address and contact details Belview 7 Haudin Road Bengaluru-42
Tel: 080- 25596045/73
Email: [email protected]
Whether listed company Yes – Bombay Stock Exchange (BSE)
Name, address and contact details of Integrated Registry Management Services Private Limited
Registrar & Share Transfer Agent 30 Ramana Residency Sampige Road Malleswaram Bengaluru 560 003
Tel: 080- 2346 0816/18
E-mail: [email protected]

PRINCIPAL BUSINESS ACTIVITY OF THE COMPANY

Name and description of main Name and description of main Total turnover of the Company
products/services products/services
Consumables 241-242 49%
Equipment and ancillaries 271 31%
Services 331 20%

PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANY

Name of the Company Address CIN % of holding
3D Future Technologies Private 3rd Floor, Ador House, 6 K Dubash Marg U74999MH2015PTC261114 100%
Limited Fort, Mumbai, Maharashtra 400001
Formed vide Board Meeting dt. Nov 11, 2014

SHAREHOLDING PATTERN
Directors and Key Managerial Personnel
Shareholding at the beginning of the year Shareholding at the end of the year
Names
No. of shares Percent No. of shares Percent
Mr. A T Malkani 15,86,452 4.53% 15,86,452 4.53%
Mrs. N Malkani Nagpal 7,60,700 2.17% 7,60,700 2.17%
Mr. H P Ledwani 1,26,298 0.36% 1,29,948 0.37%
Mr. N S Marshall 1,16,198 0.33% 1,16,198 0.33%
Mr. Santosh Janakiram - - - -
Mr. Rafique Malik - - - -
Ms. Geetha D 5,000 0.01% 5,000 0.01%

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Top ten Shareholders (other than Directors, Promoters and holders of

GDRs and ADRs)
Shareholding at the beginning of the year Shareholding at the end of the year
Names
No. of shares Percent No. of shares Percent
Investor Education and Protection Fund 5,49,722 1.57 5,70,224 1.63
Mr. Anil Kumar Goel 4,50,000 1.29 4,50,000 1.29
Ms. Sarla Chandna 3,60,000 1.03 3,60,000 1.03
Mr. Megh Ishwer Manseta 3,15,000 0.90 3,15,000 0.90
Ms. Sneha V Sood 3,05,786 0.87 3,05,786 0.87
Ms. Kiyomi Anant Talaulicar 2,28,742 0.65 2,28,742 0.65
Mr. J K Chandna 2,28,000 0.65 2,28,000 0.65
Mr. Nitin Kapil Tandon 2,20,000 0.63 2,99,000 0.85
Ms. Sneha Vishal Sood 2,07,746 0.59 2,07,756 0.59
Ms. Rajni Bahl 2,00,000 0.57 2,00,000 0.57

Category wise shareholding

Shareholding at the beginning of the year Shareholding at the end of the year
Names
No. of shares Percent No. of shares Percent
PROMOTER
Promoter - Corporate 92,13,301 26.32 92,13,301 26.32
Promoter Group - Individuals 45,15,763 12.90 45,15,763 12.90
PUBLIC SHAREHOLDING
Alternate Investment Fund - - - -
Foreign Portfolio Investors 87,525 0.25 67,525 0.19
Financial Institution/Bank - - - -
Individual Shareholders holding nominal 1,55,07,673 44.32 1,48,69,399 42.49
share capital up to Rs. 2 lakhs
Individual Shareholders holding nominal 40,65,092 11.61 45,61,312 13.03
share capital in excess of Rs. 2 lakhs
NRI 4,09,672 1.17 3,91,952 1.12
Bodies Corporate 5,99,026 1.71 8,00,271 2.29
Clearing Members 52,226 0.15 10,253 0.03
IEPF 5,49,722 1.57 5,70,224 1.63
TOTAL 3,50,00,000 100.00 3,50,00,000 100.00

ANNUAL REPORT 2022-23 79

 ANNEXURE TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

ANNEXURE 9

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

To
The Members
Ador Fontech Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good
corporate governance practices adopted by Ador Fontech Limited (hereinafter the Company). Secretarial Audit was
conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliance
and expressing my opinion thereon.

Based on my verification of Ador Fontech Limited’s books, papers, minute books, forms and returns filed, other records
maintained by the Company and also based on information provided by the Company, its o cers, agents and authorised
representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has during the
audit period covering the financial year ended March 31, 2023 complied with the statutory provisions listed hereunder
and has proper Board-processes and Compliance-mechanism in place to the extent, in the manner and subject to
reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Ador Fontech
Limited (‘the Company’) for the financial year ended March 31, 2023 made available to me & according to the provisions of:

Ÿ The Companies Act, 2013 (the Act) and the Rules made thereunder

Ÿ The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder

Ÿ The Depositories Act, 1996 and the Regulations & Byelaws framed thereunder

Ÿ Foreign Exchange Management Act, 1999 and the Rules & Regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings

Ÿ The following Regulations & Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’)

(i) Registrar to Issue & Share Transfer Agents Regulations, 1993

(ii) Issue of Capital & Disclosure Requirements Regulations, 2009

(iii) Substantial Acquisition of Shares & Takeover Regulations, 2011

(iv) Prohibition of Insider Trading Regulations, 2015

(v) Listing Obligation and Disclosure Requirements (LODR) Regulations 2015

I further report that there were no events/actions in pursuance of:

(i) Buyback of Securities Regulations, 1998

(ii) Issue and Listing of Debt Securities Regulations, 2008

(iii) Delisting of Equity Shares Regulations, 2009

(iv) Share based Employee Benefits Regulations, 2014

ANNUAL REPORT 2022-23 80

 ANNEXURE TO THE DIRECTORS’ REPORT

Ÿ Other Laws including Rules applicable specifically to the Company: (i) Factories Act, 1948 (ii) Industrial Employment
(Standing Orders) Act, 1946 (iii) Employees Compensation Act, 1923 (iv) Payment of Bonus Act, 1965 (v) Minimum
Wages Act, 1948 (vi) Equal Employment Remuneration Act, 1976 (vii) Child Labour (P&R) Act, 1986 (viii) Sexual
harassment of Women at Workplace (Prevention, prohibition and redressal) Act, 2013 (ix) Environment (Protection)
Act, 1986 (x) Air/Water/Noise (Prevention/Regulation and Control of Pollution) Act (xi) Payment of Wages Act, 1936
(xii) Employees State Insurance Act, 1948 (xiii) Employees PF and Miscellaneous Provisions Act, 1952 (xiv) Contract
Labour (Regulation and Abolition) Act, 1970 (xv) Legal Metrology Act, 2009 (xvi) Standards of Weights and Measures
Act, 1976 (xvii) Payment of Gratuity Act, 1972 (xviii) Industrial Disputes Act, 1947 (xix) Trade Marks Act, 1999 (xx) Indian
Contracts Act, 1872 (xxi) Shops and Establishments Act

I have also examined compliance with the applicable clauses of:

Ÿ Secretarial Standards issued by the Institute of Company Secretaries of India

Ÿ Listing Agreement entered in to by the Company with the ‘BSE’

During the period under review, the Company has broadly/ generally complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place
during the period under review.

Adequate notice is given to all Directors as regards schedule to the Board meetings. Agenda and detailed notes on agenda
were sent at least seven days in advance and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meetings.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were
unanimous and no dissenting views have been recorded.

I further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.

My report of even date is to be read along with the following

Ÿ Maintenance of secretarial records is the responsibility of the Management of the Company. My responsibility is to
express an opinion on these secretarial records, based on my audit.

Ÿ I have followed the audit practices and processes, as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. I believe that the processes and practices, that I have followed, provide a reasonable basis for my opinion.

Ÿ Wherever required, I have obtained Management representation(s) about the compliance of Laws, Rules, Regulations
and the happening of events etc.

Ÿ The compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of
records and books of account have not been reviewed in this Audit by me as the same have been subject to review by
statutory financial audits.

Ÿ The Secretarial Audit report is neither an assurance as to the future viability of the Company nor the e cacy or
effectiveness with which the Management has conducted the affairs of the Company.

Manjula Narayan
ACS No. 28374
Bengaluru COP No. 10150
May 29, 2023 UDIN: A028374E000381056
Peer Review Certificate No.: 3495/2023

ANNUAL REPORT 2022-23 81

 ANNEXURE TO THE DIRECTORS’ REPORT

CEO AND CFO CERTIFICATION

ANNEXURE 10

Pursuant to Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015

To
The Board of Directors
Ador Fontech Limited

We, H P Ledwani, Managing Director & Chief Executive O cer and Geetha D, Company Secretary & Chief Financial O cer
of Ador Fontech Limited, to the best of our knowledge and belief, certify that:

Ÿ We have reviewed the financial and cash flow statements for the financial year ended March 31, 2023.

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading.

(ii) the statements together present a true and fair view of the listed entity’s affairs and are in compliance with the
existing accounting standards, applicable laws and regulations.

Ÿ There are, to the best of our knowledge and belief, no transactions entered in to by the listed entity during the year
which are fraudulent, illegal or violative of the listed entity’s code of conduct.

Ÿ We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have
disclosed to the Auditors and the Audit committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

Ÿ We have indicated to the Auditors and Audit committee :

(i) significant changes in internal control over financial reporting during the year.

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements: and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
Management or an Employee having a significant role in the listed entity’s internal control system over financial
reporting.

For Ador Fontech Limited

Bengaluru H P Ledwani Geetha D

May 29, 2023 Managing Director & CEO Company Secretary & CFO
DIN 00040629

ANNUAL REPORT 2022-23 82

 ANNEXURE TO THE DIRECTORS’ REPORT

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

ANNEXURE 11

As per item 10(i) of clause C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement Regulations, 2015 read with regulation 34(3) of the said Listing Regulations).

To
The Members
Ador Fontech Limited

I have examined the status of debarring or disqualification from being appointed or continuing as Directors of companies
by the SEBI/Ministry of Corporate Affairs or any such statutory authority for the year ended on March 31, 2023, as stipulated
in item 10(i) of clause C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015 read with regulation 34(3) of the said Listing Regulations.

It is neither an audit nor an expression of opinion regarding the legality of debarring or disqualification by the SEBI/Ministry
of Corporate Affairs or any such statutory authority.

My examination was limited to a review of the relevant records of the Company and website of Ministry of Corporate affairs,
stock exchange(s), SEBI and other relevant statutory Authorities.

In my opinion and to the best of my information besides examination of the relevant records (including Director’s
Identification Number (DIN) status at the portal of www.mca.gov.in) and explanations provided to me and the
representations made by the Directors and the Management, I certify that none of the directors on the Board of Ador
Fontech Limited have been debarred or disqualified from being appointed or continuing as Directors of companies by the
SEBI/Ministry of Corporate Affairs or any such statutory authority during the year ended at March 31, 2023.

As on March 31, 2023, the Board of Directors of the Company was constituted by
Name Director Identification Number (DIN) Date of appointment Designation
Mr. A T Malkani 01585637 20.07.2007 Non-Executive-Director & Chairman
Mrs. N Malkani Nagpal 00031985 20.07.2007 Non-Executive-Director
Mr. H P Ledwani 00040629 23.04.1998 Managing Director & CEO
Mr. N S Marshall 00085754 29.04.2009 Independent Director
Mr. Santosh Janakiram 06801226 25.07.2013 Independent Director
Mr. Rafique Malik 00521563 30.01.2015 Independent Director

Manjula Narayan
ACS No.: 28374
COP No.: 10150
Bengaluru UDIN: A028374E000381034
May 29, 2023 Peer Review Certificate No.: 3495/2023

ANNUAL REPORT 2022-23 83

PRESERVING OUR PLANET
Committing to a Greener
Tomorrow
AUDITORS’
REPORT
(STANDALONE)
 AUDITORS’ REPORT (STANDALONE)

INDEPENDENT AUDITORS’ REPORT

To
The Members
Ador Fontech Limited

Report on the Audit of the Standalone Financial Statements

Opinion
We have audited the accompanying Standalone Financial Statements of Ador Fontech Limited (‘the Company’), which
comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a
summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘the Standalone
Financial Statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (‘Ind AS’) and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit, total comprehensive
income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs)
specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements 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 independence requirements that are relevant to our audit of the Standalone Financial Statements
under the provisions of the Act and the Rules made there under and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is
su cient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole and in forming our opinion thereon and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

ANNUAL REPORT 2022-23 86

 AUDITORS’ REPORT (STANDALONE)

Key Audit Matters Auditor’s Response

REVENUE RECOGNITION PRINCIPAL AUDIT PROCEDURES
Revenue from sale of goods Our audit procedures, related to revenue recognition, included, but were not
( h e r e i n a f t e r r e f e r r e d t o a s limited, to the following:
‘Revenue’) is recognised when
Ÿ Assessed the appropriateness of the Company’s revenue recognition accounting
control of products being sold is
policies in line with Ind AS 115 (‘Revenue from contracts with customers’) and
transferred to the customer and
testing thereof.
when there are no longer any
unfulfilled obligations. Ÿ Evaluated the design and operating effectiveness of Company’s controls
(including automated controls) around revenue recognition (including rebates /
The timing of revenue recognition
discounts).
i s r e l eva n t t o t h e r e p o r t e d
performance of the Company. The Ÿ Tested the effectiveness of such controls over revenue cut off at year-end by
Management considers revenue selecting samples and verified the same with underlying documents, which
as a key measure for evaluation of included shipping documents, loading receipt, gate register. We carried out a
performance. combination of procedures involving inquiry and observation, re-performance
and inspection of evidence in respect of operation of these controls.
The timing of recognition of
revenue in case of products is Ÿ Inspected the samples of sales return and checked the appropriateness of sales
when control over the same is return accounted in the books by verifying its approval from authorised person
transferred to the customer, and goods inward note.
which is mainly upon delivery. The
Ÿ Selected a sample of continuing & new contracts and performed the following
performance obligations are
procedures:
fulfilled at the time of dispatch,
delivery or upon formal customer (i) Read, analysed and identified the performance obligations in these contracts;
acceptance depending on the
(ii) Compared these performance obligations with that identified and recorded
customer's terms.
by the Company;

(iii) Considered the terms of contracts to determine the transaction price

including any variable consideration used to compute revenue and to test the
basis of estimation of the variable consideration; and

(iv) Determined the allocation of transaction price to identify performance

obligations in the contract.

Ÿ Scrutinised sales ledgers to verify completeness of sales transactions.

Ÿ We performed substantive testing by extracting samples of revenue transactions

recorded during the year by verifying the underlying documents, which included
shipping documents, lorry receipts, sale orders, approved price list, proper
recording in ledger of receivables etc.

Ÿ Performed analytical procedures on current year revenue based on overall

revenue recognised, customer wise analysis, product wise analysis and where
appropriate, conducting further enquiries and testing.

ANNUAL REPORT 2022-23 87

 AUDITORS’ REPORT (STANDALONE)

Key Audit Matters Auditor’s Response

DIRECT TAX BALANCES PRINCIPAL AUDIT PROCEDURES
The Company has uncertain tax Obtained details of completed tax assessments and demands for the year ended
positions including matters under March 31, 2023 from the Management. We involved our internal experts to
appeal and for reconsideration, challenge the Management’s underlying assumptions in estimating the tax
w h i c h i n v o l v e s s i g n i fi c a n t provisions and the possible outcome of the disputes. Our internal experts also
judgement to determine the considered legal precedence and other rulings in evaluating the Management’s
possible outcome of the decisions. position on these uncertain tax positions. The same have also been reflected as part
of contingent liabilities in the notes to the accounts.

LEASE ACCOUNTING PRINCIPAL AUDIT PROCEDURES

A c c u r a c y o f r e c o g n i t i o n , We observed that the Company has entered in to lease agreement with Karnataka
measurement, presentation and Industrial Area Development Board (KIADB) for lease of 12,465 Sq. mtr. for a period
disclosures of lease transactions in of 99 years. As the lease transaction is of a long term and the underlying asset is of
compliance with Ind-AS 116 significant value, the same requires compliance with IND AS 116.
‘Leases’ (New Revenue Accounting
As per IND AS 116, the fair value of asset has to be booked at the present value of all
Standard).
lease related payments to be made. The Company has considered one time
lumpsum lease payment made to KIADB and has decided to charge/expense off
annual fees payable year on year.

We observed that the impact of depreciation and related lease interest charges on
the maintenance fee is not material. Therefore, we have not modified our opinion.

ACCOUNTING FOR IMPAIRMENT PRINCIPAL AUDIT PROCEDURES

LOSS OF THE WHOLLY OWNED Tested the design and operating effectiveness of relevant key controls around the
SUBSIDIARY Company’s assessment of impairment of investments in the WOS.
The Company has investments in its
Tested reasonability of the projections used by the WOS related to its sales growth,
wholly owned subsidiary (WOS),
operating costs, cash flow forecasts etc.
which is at the nascent stage and
still carrying out significant product Involved an 'Independent Valuer' to aid in evaluating besides usage of possible
and developmental activities. valuation assumptions and estimates including discount and growth rates.
Currently the said WOS has minimal
Tested whether the Management analysis about the sensitivity of the outcome w.r.t.
revenues and the Company in its
impairment assessment with possible changes in key assumptions reflect the risks
consolidated financial statements
inherent in the valuation.
continues to record losses, incurred
by the said WOS. Given this context, Based on the aforesaid testing, evaluation and explanations given by the
the investment had to be tested for Management, we concluded that the investments in WOS need not be impaired as
i m p a i r m e n t . Th e s a m e wa s on March 31, 2023.
determined using discounted free
cash flow method, requiring
significant judgement and
estimates. The related impairment
testing was significant to our Audit.

ANNUAL REPORT 2022-23 88

 AUDITORS’ REPORT (STANDALONE)

Information other than the Standalone Financial Statements and

Auditor’s Report thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information
consists of details included in the Board's Report including annexures to the Board's report comprising Management
Discussion and Analysis Report, Corporate Governance, Shareholders' information etc. but does not include the
Standalone Financial Statements and our Auditors' report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information
and in doing so, consider whether the other information is materially inconsistent with the Standalone Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with Ind-AS
and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgements and estimates that are reasonable & prudent; design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Management 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 Management either intends to liquidate the Company or to cease operations, or has no realistic
alternative, but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial

Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements 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
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 Standalone Financial Statements.

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

ANNUAL REPORT 2022-23 89

 AUDITORS’ REPORT (STANDALONE)

Ÿ Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su cient 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 controls.

Ÿ Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of
such controls.

Ÿ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management.

Ÿ Conclude on the appropriateness of the 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 Standalone Financial Statements 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 Auditors’ Report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

Ÿ Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the
disclosures and whether the Standalone Financial Statements represent the underlying transactions and events in a
manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit
matters.

We describe these matters in our Auditor’s Report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

ANNUAL REPORT 2022-23 90

 AUDITORS’ REPORT (STANDALONE)

Report on Other Legal and Regulatory Requirements

Ÿ As required by Section 143(3) of the Act, based on our audit we report that:

(i) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.

(iii) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant
books of account.

(iv) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind-AS specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(v) On the basis of written representations received from the Directors as on March 31, 2023 and taken on record by
the Board of Directors, none of the Directors is disqualified as on March 31, 2023 from being appointed as a
Director in terms of Section 164(2) of the Act.

(vi) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in ‘Annexure A’. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls
over financials.

(vii) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its Director during the year is in accordance with the provisions of Section 197 of the Act.

(viii) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and
according to the explanations given to us:

The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial
Statements.

The Company has made provisions, as required under the applicable law or accounting standards, for material
foreseeable losses, if any, on long-term contracts including derivative contracts.

There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.

Ÿ The Management has represented that, to the best of its knowledge and belief, 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 or entities, including foreign entities (‘Intermediaries’) with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall:
(i) Directly or indirectly lend or invest in other persons or entities, identified in any manner whatsoever (‘ultimate
beneficiaries’) by or on behalf of the Company or
(ii) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

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 AUDITORS’ REPORT (STANDALONE)

Ÿ The Management has represented that to the best of its knowledge and belief, no funds have been received by the
Company from any persons or entities, including foreign entities (‘funding parties’), with the understanding, whether
recorded in writing or otherwise, that the Company shall:
(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (‘ultimate
beneficiaries’) by or on behalf of the funding party or
(ii) Provide any guarantee, security or the like from or on behalf of the ultimate beneficiaries and

Ÿ Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come
to our notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) of the Companies
(Audit and Auditors) Rules (as amended) contain any material mis-statement.

Ÿ The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.

Ÿ As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government in terms
of Section 143(11) of the Act, we give in the ‘Annexure B’ a statement on the matters specified in paragraphs 3 and 4 of
the order.

For PRAVEEN & MADAN

Chartered Accountants

PRAVEEN KUMAR N
Partner (Membership No: 225884)
Firm Registration no.:011350S
Bengaluru UDIN: 23225884BGVJXY7383
May 29, 2023 Peer Review Certificate No.: 014926

ANNUAL REPORT 2022-23 92

 AUDITORS’ REPORT (STANDALONE)

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in the 'Report on Other Legal and Regulatory Requirements' of our report to the Members of Ador Fontech
Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting

under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (‘the Act’)
We have audited the internal financial controls over financial reporting of Ador Fontech Limited (‘the Company’) as of
March 31, 2023 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended
on that date.

Key Audit Matters (KAM)

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Internal Control Systems of the current period. These matters were addressed in the context of our audit of the Standalone
Financial Statements as a whole and in forming our opinion thereon.

Key Audit Matters Auditor's Response

Implementation of Enterprise The Finance and Accounts module of the Ramco System was made fully
Resource Planning (ERP) operational for the first time during FY 21-22. This being the second full financial
year, the e cacy of the system was proven to be fully established.

The Company’s detective and We tested the design and operating effectiveness of detective & corrective controls
corrective control systems and found that they are effective enough to detect & also correct errors and are fairly
su cient & appropriate for the nature and complexities of the business of the
Company.
Valuation of retiral benefits We have relied upon the professional / expert opinion of the Actuarial valuation.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on
internal controls over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India. These responsibilities include design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring orderly and e cient conduct of its
business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds,
errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information, as
required under the Companies Act, 2013.

Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the ‘Guidance Note’) issued by the Institute of Chartered Accountants of India and the Standards on
Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal

ANNUAL REPORT 2022-23 93

 AUDITORS’ REPORT (STANDALONE)

financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements; plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting were established, maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of internal financial control
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists; testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. The procedures selected depend on the Auditor’s judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is su cient and appropriate to provide a basis for our audit opinion
on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles and that receipts and expenditures of the company are being made only in accordance
with authorisations of the Management and Directors of the company and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods
are subject to risk that the internal financial control over financial reporting may become inadequate because of changes
in conditions or that the degree of compliance with policies or procedures may deteriorate.

Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all
material respects, an adequate internal financial control system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2023, based on the internal control over
financial reporting criteria established by the Company, considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

For PRAVEEN & MADAN

Chartered Accountants

PRAVEEN KUMAR N
Partner (Membership No: 225884)
Firm Registration no.:011350S
Bengaluru UDIN: 23225884BGVJXY7383
May 29, 2023 Peer Review Certificate No.: 014926

ANNUAL REPORT 2022-23 94

 AUDITORS’ REPORT (STANDALONE)

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in the 'Report on Other Legal and Regulatory Requirements' of our report to the Members of Ador Fontech
Limited of even date)

In terms of the information and explanations sought by us and given by the Company and the books of account and
records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

Ÿ The Company is maintaining proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment.

Ÿ The Company is maintaining proper records showing full particulars of intangible assets.

Ÿ The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our
opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program,
certain fixed assets were physically verified by the Management during the year. According to the information and
explanations given to us, no material discrepancies were noticed on such verification.

Ÿ According to the information and explanations given to us, the records examined by us and based on the examination
of conveyance deeds/registered sale deeds provided to us, we report that the title deeds, comprising all immovable
properties of land and buildings which are freehold, are held in the name of the Company as at the Balance Sheet date.
Further, in respect of immovable properties of land and building that have been taken on lease and disclosed as fixed
assets in the Standalone Financial Statements, the lease agreements are in the name of the Company.

Ÿ The Company has not revalued its Property, Plant and Equipment or Intangible assets during the year. Therefore, the
reporting as per paragraph 3(i) (d) of the order is not required.

Ÿ No proceedings have been initiated or are pending against the Company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder. Accordingly, reporting under
clause 3(i)(e) of the Order is not applicable to the Company.

Ÿ We are informed that inventories have been physically verified by the Management during the year and also at the end
of the year. In our opinion, the frequency of verification is reasonable. In our opinion and according to the explanations
given to us, the procedures of physical verification of inventories followed by the Management are reasonable and
adequate in relation to the size of the Company and the nature of its business.

Ÿ In our opinion and according to the information and explanations given to us, the Company is maintaining proper
records of inventories. The discrepancies noticed on verification between physical stocks and book records were not
more than 10% in each class and have been properly dealt with in the books of accounts.

Ÿ The Company has working capital limit in excess of rupees five crore sanctioned by the HDFC Bank based on the
security of current assets and specified fixed deposits. As per the sanction, limits can be swapped between funded and
non-funded requirements. As on March 31, 2023 the Company has availed only bank guarantees and continues to be
debt free, therefore reporting under para 3(ii)(b) of the order is not applicable.

Ÿ The Company has granted unsecured loans to two bodies corporate by way of inter-corporate-deposits, covered in the
Register maintained under Section 189 of the Companies Act, 2013. Details of which are as follows:

ANNUAL REPORT 2022-23 95

 AUDITORS’ REPORT (STANDALONE)

Rupees In Lakhs

Organisation Type Amount as at Paid during Repaid during Amount as on

March 31, 2022 the year the year March 31, 2023
3D Future Technologies Pvt. Ltd. Wholly owned subsidiary 1,239 80 (154) 1,165
Ador Powertron Ltd. Associate - 700 (700) -

Notes: (i) Ador Powertron has repaid inter-corporate-deposit in full along with interest as at March 31, 2023. (ii) in
respect of 3D Future Technologies, extension of inter-corporate-deposit was facilitated and the percentage of fresh and
roll over was in the ratio of 7:93.

Ÿ According to the information and explanations given to us.

(i) The terms and conditions of the grant of such loans are in our opinion, prima facie, not prejudicial to the interest of
the Company.

(ii) There are no overdue amounts remaining outstanding as at the end of the year.

(iii) In respect of the wholly owned subsidiary, inter-corporate-deposit have been provided for a general term of one
year which have been extended/renewed. Further, the terms and conditions specify for repayment on demand.

Ÿ In our opinion and according to the information and explanations given to us, the Company has complied with the
provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing
guarantees and securities, as applicable.

Ÿ In our opinion, and according to the information and explanations given to us, the Company has not accepted any
deposits or there is no amount which has been considered as deemed deposit within the meaning of sections 73 to
76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under
clause 3(v) of the Order is not applicable to the Company.

Ÿ The Central Government has specified maintenance of cost records under sub-section (1) of section 148 of the Act
only in respect of specified products of the Company. For such products, we have broadly reviewed the books of
account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of
cost records under the aforesaid section, and are of the opinion that, prima facie, the prescribed accounts and
records have been made and maintained. However, we have not made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.

Ÿ According to the information and explanations given to us, in respect of statutory dues:

(i) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory
dues applicable to it with the appropriate authorities.

(ii) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income
Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2023 for
a period of more than six months from the date they became payable.

ANNUAL REPORT 2022-23 96

 AUDITORS’ REPORT (STANDALONE)

(iii) Details of dues of Income Tax, Goods and Service Tax, Sales Tax, Service Tax, Excise Duty and Value Added Tax which
have not been deposited as at March 31, 2023 on account of dispute are given below: Rupees In Lakhs

Nature of the Nature of dues Forum where dispute is pending Period to which Amount
statute the amount relates
Income Tax Act, Corporate Income Commissioner (Appeals) AY 2013-14 71
1961 Tax
Assistant Commissioner AY 2016-17 10
Commissioner (Appeals) AY 2018-19 161
Commissioner (Appeals) AY 2021-22 260
TOTAL 502

Ÿ Note: The Income Tax Department had raised claim of rupees forty crores for the Assessment year 2021-22. The
Company had made representation that there is mistake apparent on record, being purchase and stock not
considered in the computation. Simultaneously, there was scrutiny assessment in progress which upheld the return of
income filed by the Company and also confirmed nil demand. In the intermittent, the Company had filed an Appeal
and the Commissioner/National Faceless Assessment Centre has confirmed that order passed after scrutiny
assessment will subsist as per law. The company has approached the Department for negating/deleting the demand
being reflected in the Income Tax portal.
Ÿ According to the information and explanations given to us, no transactions were surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961) which have not been recorded in
the books of accounts.
Ÿ According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company did not have any loans or borrowings from any lender during the year. Accordingly, clause
3(ix)(a) of the Order is not applicable.
Ÿ According to the information and explanations given to us including representation received from the Management of
the Company, and on the basis of our audit procedures, we report that the Company has not been declared a wilful
defaulter by any bank or financial institution or other lender.
Ÿ In our opinion and according to the information and explanations given to us, the Company has not raised any money
by way of term loans (both for long and short term) during the year and there has been no utilisation during the current
year of the term loans obtained by the Company during any previous years. Accordingly, reporting under Clause 3(ix)(c)
of the Order is not applicable to the Company.
Ÿ In our opinion and according to the information and explanations given to us, the Company has not raised any funds on
short term basis during the year or in any previous years. Accordingly, reporting under clause 3(ix) (d) of the Order is not
applicable to the Company.
Ÿ According to the information and explanations given to us and on an overall examination of the financial statements of
the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations
of its subsidiary. Accordingly, reporting under clause 3(ix)(e) of the Order is not applicable to the Company.
Ÿ According to the information and explanations given to us, the Company has not raised any loans during the year on
the pledge of securities held in its subsidiary. Accordingly, reporting under clause 3(ix)(f) of the Order is not applicable
to the Company.
Ÿ (i) The Company has not raised any money by way of initial public offer or further public offer (including debt
instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(ii) During the year, the Company had subscribed to Rights issue of its Subsidiary and was allotted 15,30,528 equity
shares of Rs.10/- each at an issue price of Rs.49 per equity share.
Ÿ According to the information and explanations given to us, the Company has not made any preferential allotment or
private placement of shares or (fully, partially or optionally) convertible debentures during the year. Accordingly,
reporting under clause 3(x)(b) of the Order is not applicable to the Company.

ANNUAL REPORT 2022-23 97

 AUDITORS’ REPORT (STANDALONE)

Ÿ To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company
or on the Company has been noticed or reported during the period covered by our audit.
Ÿ No report under Section 143(12) of the Act has been filed with the Central Government for the period covered by our audit.
Ÿ According to the information and explanations given to us including the representation made to us by the
Management of the Company, there are no whistle-blower-complaints received by the Company during the year.
Ÿ The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under
clause 3(xii) of the Order is not applicable to the Company.
Ÿ In our opinion and according to the information and explanations given to us, all transactions entered into by the
Company with related parties are in compliance with Sections 177 and 188 of the Act, where applicable. Further,
details of such related party transactions have been disclosed in the Standalone Financial Statements, as required
under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified in Companies (Indian Accounting
Standards) Rules 2015 and prescribed under Section 133 of the Act.
Ÿ In our opinion and according to the information and explanations given to us, the Company has an internal audit
system as required under Section 138 of the Act which is commensurate with the size and nature of its business.
Ÿ We have considered the reports issued by the Internal Auditors of the Company till date for the period under audit.
Ÿ According to the information and explanation given to us, the Company has not entered into any non-cash
transactions with its Directors or persons connected with them and accordingly, provisions of Section 192 of the Act are
not applicable to the Company.
Ÿ The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
reporting under clause 3(xvi) of the Order is not applicable to the Company.
Ÿ The Company is not a core investment company (CIC) as defined in the Regulations made by the Reserve Bank of India.
Accordingly, clause 3(xvi) of the Order is not applicable.
Ÿ The Company has not incurred any cash loss in the current as well as in the immediately preceding financial year.
However, the wholly owned subsidiary of the Company had incurred cash losses in the financial year 2022-23 and in
the preceding financial year.
Ÿ There has been no resignation of the Statutory Auditors during the year. Accordingly, reporting under clause 3(xviii) of
the Order is not applicable to the Company.
Ÿ According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected
dates of realisation of financial assets and payment of financial liabilities, other information accompanying the
Standalone Financial Statements, our knowledge of the plans of the Board of Directors and Management, nothing has
come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report
that Company is not capable of meeting its liabilities existing at the date of Balance Sheet as and when they fall due
within a period of one year from the Balance Sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and
we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the
Balance Sheet date, will get discharged by the Company as and when they fall due.
Ÿ According to the information and explanations given to us, the Company does not have any unspent amount in respect
of any other than ongoing project as at the expiry of the financial year. Accordingly, reporting under clause 3(xx)(a) and
3(xx)(b) of the Order is not applicable to the Company.
Ÿ There has been no adverse remarks provided by Statutory Auditor of the wholly owned subsidiary in respect of the
Company Auditor’s Report Order (CARO), 2020.
For PRAVEEN & MADAN
Chartered Accountants

PRAVEEN KUMAR N
Partner (Membership No: 225884)
Firm Registration no.:011350S
Bengaluru UDIN: 23225884BGVJXY7383
May 29, 2023 Peer Review Certificate No.: 014926

ANNUAL REPORT 2022-23 98

 INDUSTRIES SERVED

CEMENT STEEL POWER

MINING DEFENCE OTHERS

 PERFORMANCE AT A GLANCE

PROFIT
REVENUE
Rs. 21,202 lakhs
AFTER TAX
Rs. 2,303 lakhs
PBT

EXPENDITURE TAX EXPENSES

Rs. 17,945 lakhs Rs. 954 lakhs

PROFIT
BEFORE TAX
Rs. 3,257 lakhs
FINANCIAL
STATEMENTS
(STANDALONE)
 BALANCE SHEET (STANDALONE)

Rupees In Lakhs
Particulars Note No. As at 31.03.2023 As at 31.03.2022
ASSETS
1. NON-CURRENT ASSETS
Property, plant and equipment 2 2,698 2,810
Intangible assets 111 -
Financial assets
Investments 3 1,725 975
TOTAL 4,534 3,785
2. CURRENT ASSETS
Inventories 4 2,238 2,274
Financial assets
(i) Investments 5 1,402 2,015
(ii) Trade receivables 6 3,051 2,755
(iii) Cash and cash equivalents 7 155 27
(iv) Other bank balances 8 3,978 3,817
(v) Loans and advances 9 1,360 1,548
Other current assets 10 235 387
Current tax assets (net) 11 527 290
TOTAL 12,946 13,113
TOTAL ASSETS 17,480 16,898
EQUITY AND LIABILITIES
1. EQUITY
Equity share capital 12 700 700
Other equity 13 14,191 13,269
TOTAL 14,891 13,969
2. LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax liabilities 14 171 -
TOTAL 171 -
CURRENT LIABILITIES
Financial Liabilities
(i) Trade payables 15
Total outstanding due to Micro, small and medium enterprises 823 518
Total outstanding due to creditors other than MSME 970 1613
(ii) Other financial liabilities 16 298 299
Other current liabilities 17 167 137
Provisions 18 160 362
TOTAL 2,418 2,929
TOTAL EQUITY AND LIABILITIES 17,480 16,898
Significant accounting policies 1
Notes to the financial statements 2-55

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXY7383
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 102

 STATEMENT OF PROFIT AND LOSS (STANDALONE)

Rupees In Lakhs
Particulars Note No. Year ended Year ended
31.03.2023 31.03.2022
1. INCOME
(i) Revenue from operations 19 20,778 20,477
(ii) Other income 20 424 566
TOTAL 21,202 21,043
2. EXPENSES
Cost of materials consumed 21 5,844 4,478
Purchase of stock-in-trade 22 6,190 6,449
Changes in inventories of work-in-progress, finished goods & stock-in-trade 23 26 338
Employee benefit expenses 24 2,541 2,761
Depreciation and amortisation expenses 312 271
Other expenses 25 3,032 3,241
TOTAL 17,945 17,538
3. PROFIT BEFORE TAX 3,257 3,505
4. TAX EXPENSES 26
(i) Current tax 790 1,025
(ii) Deferred tax 164 (65)
TOTAL 954 960
5. NET PROFIT AFTER TAX (3-4) 2,303 2,545
6. OTHER COMPREHENSIVE INCOME 27
(i) Items that will not be reclassified to profit or loss 26 25
(ii) Income tax relating to items that will not be reclassified to profit or loss (7) (6)
TOTAL 19 19
7. TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (5+6) 2,322 2,564
8. EARNINGS PER EQUITY SHARE 28
Basic and diluted (in Rs.) 6.6 7.3
Face value of equity share (in Rs.) 2.0 2.0
Significant accounting policies 1
Notes to the financial statements 2-55
The accompanying notes 1-55 form an integral part of the financial statements.

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXY7383
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 103

 CASH FLOW STATEMENT (STANDALONE)

Rupees In Lakhs
Particulars Year ended Year ended
31.03.2023 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX AS PER STATEMENT OF PROFIT AND LOSS 3,257 3,505
Add/(Less): Depreciation, amortisation and impairment 312 271
Interest and dividend Income (350) (292)
Other comprehensive income 26 25
OPERATING PROFIT BEFORE CHANGES IN WORKING CAPITAL 3,245 3,509
Adjustments for:
Trade receivables (296) (33)
Inventories 36 250
Current investments 613 (443)
Loans provided 188 (587)
Other current assets 152 (271)
Trade payables (338) 266
Other financial liabilities (1) (29)
Other current liabilities 30 50
Current provisions (202) (62)
Changes in current tax assets (237) 83
OPERATING PROFIT AFTER CHANGES IN WORKING CAPITAL 3,190 2,733
Direct taxes paid/(Refund due) (790) (1,025)
NET CASH FROM OPERATING ACTIVITIES (A) 2,400 1,708
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (311) (455)
Capital work-in-progress - 244
Purchase and sale of investments (net) (750) 188
Increase/(decrease) in other bank accounts (161) (1,172)
Interest and dividend income 350 292
NET CASH FROM INVESTING ACTIVITIES (B) (872) (903)
C. CASH FLOW FROM FINANCING ACTIVITIES
Increase/(decrease) in non current provisions - (60)
Dividend paid including tax (1,400) (770)
NET CASH FROM FINANCING ACTIVITIES (C) (1,400) (830)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 128 (25)
Opening balance of cash and cash equivalents 27 52
Closing balance of cash and cash equivalents 155 27
COMPONENTS OF CASH AND CASH EQUIVALENTS
Balances with banks in current accounts 155 27

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXY7383
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 104

 EQUITY SHARE CAPITAL
Reporting Period Rupees In Lakhs

Balances at the beginning Changes in equity share Restated balance at the Changes in equity share Balance at the end
of the reporting period capital due to prior period beginning of the current capital during the current of the current reporting
errors reporting period year period

ANNUAL REPORT 2022-23

Current Period
700 - - - 700
Previous Period
700 - - - 700

EQUITY SHARE CAPITAL

Other Equity As At March 31, 2023 Rupees In Lakhs

Share Equity Reserves and Surplus Other Comprehensive Income (OCI) Money
application component Effective received
Particulars
money of compound Other against TOTAL
Capital Securities Other Retained portion of Revaluation
pending financial items Share
Reserve Premium Reserves Earnings Cash Flow Surplus
allotment instruments of OCI Warrants
Hedges
Balance at the beginning of the - - - - 7,889 5,203 - - 177 - 13,269
current reporting period
Net profit/(loss) for the year - - - - - 2,303 - - - - 2,303
Changes in accounting policy or - - - - - - - - - - -
prior period errors
Restated balance at the beginning - - - - - - - - - - -
of the current reporting period
Total OCI for the current year - - - - - - - - 19 - 19
Dividends - - - - - (1,400) - - - - (1,400)
Transfer from retained earnings - - - - 411 (411) - - - - -
to general reserve
Any other changes - - - - - - - - - - -
Balance at the end of the current - - - - 8,300 5,695 - - 196 - 14,191
STATEMENT OF CHANGES IN EQUITY (STANDALONE)

reporting period

105
 EQUITY SHARE CAPITAL
Other Equity As At March 31, 2022 Rupees In Lakhs

Share Equity Reserves and Surplus Other Comprehensive Income (OCI) Money
application component Effective received
Particulars
money of compound Other against TOTAL
Capital Securities Other Retained portion of Revaluation
pending financial items Share
Reserve Premium Reserves Earnings Cash Flow Surplus

ANNUAL REPORT 2022-23

allotment instruments of OCI Warrants
Hedges
Balance at the beginning of the - - - - 7,489 3,829 - - 158 - 11,476
current reporting period
Net profit/(loss) for the year - - - - - 2,544 - - - - 2,544
Changes in accounting policy or - - - - - - - - - - -
prior period errors
Restated balance at the beginning - - - - - - - - - - -
of the current reporting period
Total OCI for the current year - - - - - - - - 19 - 19
STATEMENT OF CHANGES IN EQUITY (STANDALONE)

Dividends - - - - - (770) - - - - (770)

Transfer from retained earnings - - - - 400 (400) - - - - -
to general reserve
Any other changes - - - - - - - - - - -
Balance at the end of the current - - - - 7,889 5,203 - - 177 - 13,269
reporting period

106
 STATEMENT OF CHANGES IN EQUITY (STANDALONE)

DETAILS OF PROMOTER’S HOLDING

As at March 31, 2022 As at March 31, 2023 Percentage
Particulars change during
No. of shares % of total shares No. of shares % of total shares the year
PROMOTER
J B Advani And Company Pvt. Ltd. 92,13,301 26.32% 92,13,301 26.32% -
PROMOTER GROUP
Mr. Aditya Tarachand Malkani 15,86,452 4.53% 15,86,452 4.53% -
Mr. Ajit T Mirchandani 1,47,460 0.42% 1,47,460 0.42% -
Ms. Aruna Bhagwan Advani 9,01,000 2.57% 9,01,000 2.57% -
Mr. Deep Ashda Lalvani 39,774 0.12% 39,774 0.12% -
Ms. Michelle Gulu Malkani 83,700 0.24% 83,700 0.24% -
Ms. Ninotchka Malkani Nagpal 7,60,700 2.18% 7,60,700 2.18% -
Ms. Rajbir Tarachand Malkani 5,21,327 1.49% 5,21,327 1.49% -
Mr. Ravin A Mirchandani 11,910 0.03% 11,910 0.03% -
Ms. Reshma Ashda Lalvani 97,000 0.28% 97,000 0.28% -
Ms. Shirin Aditya Malkani 1,81,918 0.52% 1,81,918 0.52% -
Ms. Tania Ajit Mirchandani 1,50,000 0.43% 1,50,000 0.43% -
Ms. Vimla Ashda Lalvani 32,722 0.09% 32,722 0.09% -
Ms. Tanya Halina Advani 1,800 0.01% 1,800 0.01% -
Ms. Gulshan Gulu Malkani - - - - -
TOTAL 1,37,29,064 39.23% 1,37,29,064 39.23% -

Notes:
Equity Share Capital
Total number of shares: 3,50,00,000
Percent to total shares: Computed on the total share capital of the Company

ANNUAL REPORT 2022-23 107

UNLOCKING FULFILMENT
Striking the Perfect Work-Life
Balance
 NOTES TO
THE FINANCIAL
STATEMENTS
(STANDALONE)
 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 1

COMPANY INFORMATION
Ador Fontech Limited (‘the Company’) was incorporated in India on August 22, 1974 under the provisions of the
Companies Act and is a frontrunner organisation that operates on the philosophy of ‘partnering’ with its clients in
recommending and implementing value-added fusion, surfacing, spraying and environmental solutions. The Company is
dedicated to the supply of products, services and solutions that meet and exceed the needs of its end-users under the
broad gamut of ‘Life enhancement of industrial components’.

The Company is a public limited company (CIN: L31909KA1974PLC020010) domiciled in India and is listed on the
Bombay Stock Exchange (BSE). The registered and corporate o ce of the Company is located at Belview 7 Haudin Road
Bengaluru 560 042.

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

Basis of preparation and compliance with Ind-AS
Ÿ These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred
to as the ‘Ind-AS’) as notified under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

Ÿ The financial statements were authorised for issue in accordance with the resolution of the Board of Directors on
May 29, 2023. The Chairman, Managing Director, Chief Financial O cer and Company Secretary have been authorised
to execute their signatures in confirmation of the statements.

Use of estimates and critical accounting judgements

The preparation of Financial Statements is in conformity with Ind-AS which requires the Management to make estimates,
assumptions and exercise judgement in applying the accounting policies that affect the reported amount of assets,
liabilities and disclosure of contingent liabilities as on the date of financial statements and the reported amounts of
income and expenses during the year.

The Management believes that these estimates are prudent, reasonable and are based upon the Management’s best
knowledge of current events and actions. Actual results could differ from these estimates and differences between actual
results and estimates are recognised in the periods in which the results are known or materialises.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in and from the period in which the estimate gets revised.

This note provides an overview of the areas that involve a higher degree of judgement or complexity and of items which are more
likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed.

Basis of measurement
The Ind-AS financial statements have been prepared on a going concern basis using historical cost convention and on an
accrual method of accounting, except for certain financial assets and liabilities, which have been measured at fair value as
described below and defined benefit plans which have been measured at actuarial valuation as required by the relevant
Ind-AS.

ANNUAL REPORT 2022-23 110

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

FAIR VALUE MEASUREMENT

The Company measures financial instruments at fair value at each Balance Sheet date. Fair value is the price that would be
received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the
measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer liability takes
place either:
Ÿ In the principal market for the asset or liability or
Ÿ In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
their asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes in to account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.

Fair value for measurement and /or disclosure purpose in these financial statements is determined on the above basis,
except for (i) share based payment transactions that are within the scope of Ind-AS 102 (ii) leasing transactions that are
within the scope of Ind-AS 17 and (iii) measurements that have some similarities to fair value, such as net realisable value in
Ind-AS 2 or value in use in Ind-AS 36.

The Company uses valuation techniques that are appropriate in the circumstances and for which su cient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as
a whole:

LEVEL 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities. For example: Listed equity
instruments that have quoted market price.

LEVEL 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable. The fair value of financial instruments that are not traded in an active market (for example:
working capital instruments, traded bonds, over the counter derivatives).

Level 3-Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable. This is the case for unlisted equity securities, contingent consideration and indemnification asset.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the level of fair value hierarchy as explained above.

Functional and presentation currency

These Ind-AS Financial Statements are prepared in 'Indian Rupee' which is the Company’s functional currency and
represented in lakhs.

ANNUAL REPORT 2022-23 111

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

SIGNIFICANT ACCOUNTING POLICIES

The Company has applied the following accounting policies to all periods presented in the Ind-AS Financial Statements.

Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable net of, discounts, volume rebates,
outgoing GST (Goods and Service Tax) and other indirect taxes.

It may be pertinent to note that Goods and Service Tax (GST) is not received by the Company on its own account. Rather, it
is tax collected on value added to the commodity by the seller on behalf of the Government. Accordingly, it is excluded
from Revenue.

Revenue from sales is recognised when all significant risks and rewards of ownership of the commodity sold are transferred
to the customer which generally coincides with delivery. Revenues from sale of by-products are included in revenue.

Export benefits are accounted on recognition of export sales. Dividend income is recognised when the right to receive
payment is established. Interest income is recognised using effective rate of interest method. Management and marketing
fees are recognised as and when the services are rendered.

Property, plant and equipment

TANGIBLE ASSETS
The Company has elected to continue with the carrying value of all of its property, plant and equipment as recognised in the
financial statements as at the transition date to Ind-AS, measured as per the previous GAAP and has used that carrying value
as the deemed cost, pursuant to the exemption under Ind- AS 101 ‘First-time Adoption of Indian Accounting Standards’.

The Company provides depreciation on all assets reckoned on the written down value basis over its useful life, which is in
line with Schedule II of the Companies Act, 2013 except (i) Leasehold lands which are amortised over the period of lease
and/or (ii) Where the Management opines for a specific useful life based on technical evaluation.

Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs and
maintenance, are normally charged to the statement of profit and loss in the period in which the costs are incurred. Major
inspection and overhaul expenditure is capitalised if the recognition criteria are met.

When significant spare parts of an item of property, plant and equipment have different useful lives, they are accounted for
as separate items (major components) of property, plant and equipment.

When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them
separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the
carrying amount of the plant and equipment as replacement if, the recognition criteria are satisfied. All other repair and
maintenance costs are recognised in the statement of profit and loss as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds
from disposal with the carrying amount of property, plant & equipment and are recognised in other income/other
expenses in the statement of profit and loss.

An item of property, plant & equipment and any significant part initially recognised is de-recognised upon disposal or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of asset) is included in the
statement of profit and loss, when the asset is de-recognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.

ANNUAL REPORT 2022-23 112

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

CAPITAL WORK-IN- PROGRESS

Assets in the course of construction are capitalised in the capital work-in-progress account. At the point when an asset is
capable of operating in the manner intended by the Management, the cost of construction is transferred to the
appropriate category of property, plant and equipment. Cost associated with commissioning of an asset is capitalised
when the asset is available for use, but incapable of operating at normal levels until the period of commissioning has been
completed. Revenue generated from production during trial period is credited to the capital work-in-progress.

DEPRECIATION
Assets in the course of development or construction and freehold land are not depreciated.

Other property, plant and equipment are stated at cost less accumulated depreciation and provisions, if any, for
impairment. Depreciation commences when the assets are ready for its intended use. Depreciation is calculated on the
depreciable amount, which is the cost of an asset less its residual value. Depreciation is provided at rates calculated to
write off the cost less estimated residual value, of each asset on a written down value basis over its expected useful life
determined by the Management based on Regulations and Technical estimates, which are as follows:

Description No. of years/Percentage Description No. of years/Percentage

Plant and equipment 15 years/18.10% Lease hold land Over the period of lease
Furniture and fixtures 10 years/25.89% Office premises 60 years/4.87%
Office equipment 05 years/45.07% Motor cycles 10 years/25.89%
Buildings 30 years/9.50% Motor cars 08 years/31.23%
Computers/laptops 03 years/63.16% Management estimates Based on requirements

Intangible assets
The Company has elected to continue with the carrying value of all of its intangible assets as recognised in the financial
statements as at the transition date to Ind-AS, measured as per the previous GAAP and has used that carrying value as the
deemed cost as at the transition date pursuant to the exemption provided under Ind-AS 101.

The useful lives of intangible assets are assessed as either finite or indefinite. The Company currently does not have any
intangible assets with indefinite useful life. Intangible assets are amortised over the useful economic life and assessed for
impairment, whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset are reviewed at least at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortisation period or method, as appropriate and are treated as changes in accounting estimates.

The amortisation expense on intangible assets is recognised in the statement of profit and loss unless such expenditure
forms part of the carrying value of another asset.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is
de-recognised.

Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.

ANNUAL REPORT 2022-23 113

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Title deeds, valuation and verification

In respect of immovable properties owned by the Company, title deeds are held in the name of the Company.

The Company has not undertaken revaluation of properties during the financial year 2022-23.

The Company has undertaken physical verification of inventories during and at the end of the year. No major discrepancies
were noticed.

Investment in Subsidiaries and Joint Ventures

Subsidiaries are entities that are controlled by the Company. The Company controls an entity when the Company is
exposed or has rights to variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the investee. Investments in subsidiaries are accounted at cost less impairment, if any

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint arrangement. Investments in joint ventures are accounted at cost less impairment, if any.

Investments in subsidiary and joint venture are accounted at cost less impairment, if any, in accordance with Ind AS-27.

Investments and financial assets

CLASSIFICATION
The Company classifies its financial assets in the following measurement categories:

Ÿ those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss),
and

Ÿ those measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms
of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in the statement of profit and loss or other
comprehensive income. For investments in debt instruments, this will depend on the business model, in which the
investment is held. For investments in equity instruments, this will depend on whether the Company has made an
irrevocable election at the time of initial recognition to account for the equity investment at fair value through other
comprehensive income.

The Company reclassifies debt investments when and only when its business model for managing those assets
changes.

MEASUREMENT
At initial recognition, the Company measures a financial asset at its fair value and in the case of a financial asset not at fair
value through profit or loss at transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial assets
with embedded derivatives are considered in their entirety when determining whether their cash flows are solely
payment of principal and interest.

MEASUREMENT OF DEBT INSTRUMENTS

Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and
the cash flow characteristics of the asset.

There are three measurement categories into which the Company classifies its debt instruments:

ANNUAL REPORT 2022-23 114

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

(i) Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt
investment that is subsequently measured at amortised cost and is not part of a hedging relationship is
recognised in the statement of profit and loss, when the asset is derecognised or impaired. Interest income
from these financial assets is included in finance income using the effective interest rate method.

(ii) Fair value through other comprehensive income (FVTOCI): Assets that are held for collection of contractual
cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of
principal and interest, are measured at fair value through other comprehensive income (FVTOCI). Movements
in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses,
interest revenue and foreign exchange gains and losses which are recognised in the statement of profit and
loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is
reclassified from equity to statement of profit or loss and recognised in other gains/ (losses). Interest income
from these financial assets is included in other income using the effective interest rate method.

(iii) Fair value through profit or loss : Assets that do not meet the criteria for amortised cost or FVTOCI are
measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently
measured at fair value through profit or loss and is not part of a hedging relationship is recognised in the
statement of profit and loss and presented net in the statement of profit and loss within other gains/ (losses) in
the period in which it arises. Interest income from these financial assets is included in other income.

IMPAIRMENT OF FINANCIAL ASSETS

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried
at amortised cost and FVTOCI debt instruments. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.

For trade receivables, the Company applies the simplified approach, permitted by Ind AS 109 Financial
Instruments, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.

DE-RECOGNITION OF FINANCIAL ASSETS

A financial asset is derecognised only when:
(i) The Company has transferred the rights to receive cash flows from the financial asset or,
(ii) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual
obligation to pay the cash flows to one or more recipients.

Cash and cash equivalents

CASH AND BANK BALANCES
Cash and cash equivalents in the Balance Sheet comprise cash at banks in current accounts, cash on hand and cheques
pending deposits.

BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

Fixed deposits with banks and unclaimed dividend balances (including pending transfers to the Investor Education and
Protection Fund) are reflected under bank balances other than cash and cash equivalents.

ANNUAL REPORT 2022-23 115

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists or when annual impairment testing for an asset is required, the Company estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU’s) fair value
less costs of disposal and its value in use.

Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered as impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified,
an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices
for publicly traded companies or other available fair value indicators. The Company bases its impairment calculation on
detailed budgets and forecast calculations.

Impairment losses of continuing operations including impairment on inventories are recognised in the statement of profit
and loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s
(Cash generating unit’s) recoverable amount. A previously recognised impairment loss is reversed only if there has been a
change in the assumptions used to determine the asset’s recoverable amount, since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in the prior years. Such reversal is recognised in the statement of profit and loss.

Government Grants
Government grants are recognised, where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates
to an asset, it is treated as deferred income and released to the statement of profit and loss over the expected useful lives of
the assets concerned. When the Company receives grants of non-monetary assets, the asset and the grant are recorded at
fair value amounts and released to statement of profit and loss over the expected useful life in a pattern of consumption of
the benefit of the underlying asset. When loans or similar assistance are provided by Government or related institutions,
with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as a
Government grant. The loan or assistance is initially recognised and measured at fair value and the Government grant is
measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is
subsequently measured as per the accounting policy applicable to financial liabilities.

Inventories
Inventories are valued at the lower of cost and net realisable value except scrap and by products which are valued at net
realisable value.

Costs incurred in bringing the inventory to its present location and condition are accounted for as follows:

Ÿ Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location and condition. Cost is determined on a weighted average basis.

ANNUAL REPORT 2022-23 116

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Ÿ Finished goods, work in progress and traded goods: cost includes cost of direct materials, labour and a proportion of
manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. In effect, they are
valued at ‘Standard Cost’ with differences from actuals being posted to variance account.

Cost of traded goods includes cost of purchase and other costs incurred in bringing the inventories to the present location
and condition. Cost is determined on a weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and the estimated costs necessary to make the sale.

Obsolete inventories are identified and written down to net realisable value. Slow moving and defective inventories are
identified and provided for on net realisable value.

Taxation
CURRENT INCOME TAX
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date. Current income tax relating to items recognised outside the profit or loss is recognised
either in other comprehensive income or in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions,
where ever it may be appropriate.

DEFERRED TAX
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for
all taxable temporary differences except when it is probable that the temporary differences will not reverse in the
foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and
any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences and the carry forward of unused tax credits and/or unused
tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date & reduced to the extent that it is no longer
probable that su cient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset(s) to be recovered.

Deferred tax assets & liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.

Deferred tax relating to items recognised outside the profit or loss is recognised either in other comprehensive income or
in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

MINIMUM ALTERNATE TAX

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of
adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will
pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future
economic benefit associated with it will flow to the Company.

ANNUAL REPORT 2022-23 117

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Employee benefit schemes

SHORT TERM EMPLOYEE BENEFITS
Employee benefits payable wholly within twelve months of receiving employee services are classified as short term
employee benefits. These benefits include salaries, wages, allowances/perquisites, performance incentives, contribution to
employees’ state insurance corporation (ESIC) which are expected to occur in the next twelve months. The undiscounted
amount of short term employee benefits to be paid in exchange for employee compensation is recognised as an expense
in relation to the service rendered by the employees.

COMPENSATED ABSENCES
The Company contemplates employees to avail their eligible leave/holidays as an employee welfare measure and hence as
a policy, restriction has been placed on the quantum of the number of days that can be accumulated, as also amount
payable in lieu of the same. The Company w.e.f April 01, 2023 has enhanced accumulation of leave to 180 days from 60
days. Provision for compensated absences are based on actuarial valuation and the charge is categorised under staff
welfare expenses.

POST-EMPLOYMENT BENEFITS

Defined contribution plans- Provident fund and Superannuation Fund

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a
separate entity and has no obligation to pay any further amounts. The Company makes specified monthly contributions
towards employee provident fund along with employee’s contribution to the Government administered provident fund.
Further, in respect of Managerial Staff Members (who are outside the ambit of Bonus), the Company contributes a fixed
percentage to a Superannuation fund/trust called ‘Cosmics Employees Superannuation Fund’. The Company’s
contribution is recognised as an expense in the statement of profit or loss during the period in which the employee
renders service.

Defined benefit plan -Gratuity

The Company has a defined benefit plan (the ‘Gratuity Plan’). The Gratuity plan provides a lump sum payment to
employees who have completed five years or more of service at retirement, disability or termination of employment, being
an amount based on the respective employee’s last drawn salary and the number of years of employment with the
Company. Presently the Company’s gratuity plan is funded through a trust called ‘Cosmics Employees Gratuity Trust’.

The Company causes an actuarial valuation of amounts to be recognised towards gratuity payable to its employees.
Broadly, the present value of the defined benefit obligation is determined by discounting the estimated future cash
outflows with reference to the market yields at the end of the reporting period on government securities that have terms
approximate to the terms of the related obligation. This cost is included as part of the employee benefit expense in the
statement of profit and loss.

Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income and not to be reclassified to
profit or loss. Changes in the present value of the defined benefit obligation resulting from plan amendments or
curtailments are recognised immediately in the statement of profit and loss as a past service cost. The key actuarial
assumptions to which the benefit obligation results are particularly sensitive to discount factors, estimate rate of
return on plan assets, future salary escalation rate and assumed attrition rate. Due to long term nature of these plans
such estimates are subject to significant uncertainty.

ANNUAL REPORT 2022-23 118

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Provision for liabilities, charges, contingent liabilities and contingent

assets
The assessments undertaken in recognising provisions and contingencies have been made in accordance with the
applicable Ind-AS.

Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognised,
when the Company has a present obligation (legal or constructive), as a result of past events and it is probable that an
outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time
value of money is material, provisions are determined by discounting the expected future cash flows to net present value
using an appropriate pre-tax discount rate, that reflects the current market assessments of the time value of money and
where ever appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the statement of profit
and loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best
estimate.

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company.
Guarantees are also provided in the normal course of business. There are certain obligations which the Management has
concluded, based on all available facts and circumstances, that are not probable of payment or are very di cult to quantify
reliably and such obligations are treated as contingent liabilities and disclosed in the notes, but are not reflected as
liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the legal
proceedings in which the Company is involved, it is not expected that such contingencies will have a material effect on its
financial position or profitability. Contingent assets are not recognised, but disclosed in the financial statements when an
inflow of economic benefits is probable.

Foreign currency transactions

In the financial statements of the Company, transactions in currencies other than the functional currency are translated in
to the functional currency at the exchange rates ruling on the date of the transaction. Monetary assets and liabilities
denominated in other currencies are translated in to the functional currency at exchange rates prevailing on the reporting
date. Non-monetary assets and liabilities denominated in other currencies and measured at historical cost or fair value are
translated at the exchange rates prevailing on the dates on which such values were determined.

All exchange differences are included in the statement of profit and loss except any exchange difference on monetary
items designated as an effective hedging instrument of the currency risk of designated forecasted sales or purchases,
which are recognised in ‘Other Comprehensive Income’.

Earnings per share

The Company presents basic and diluted earnings per share (‘EPS’) data for its equity shares. Basic EPS is calculated by
dividing the profit and loss attributable to equity Shareholders of the Company by the weighted average number of equity
shares outstanding during the period. Diluted EPS is determined by adjusting the profit and loss attributable to equity
Shareholders and the weighted average number of equity shares outstanding for the effects of all dilutive potential equity
shares.

Dividend
Dividends declared or paid by the Company is in compliance with Section 123 of the Companies Act, 2013.

ANNUAL REPORT 2022-23 119

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the ‘Chief operating
decision-maker (CODM)’, who is responsible for allocating resources and assessing performance of the operating segments.

Segments are organised based on business which have similar economic characteristics as well as exhibit similarities in
nature of products and services offered, the nature of production processes, type & class of customers & distribution methods.

Segment revenue arising from third party customers is reported on the same basis as revenue in the financial statements.
Inter-segment-revenue is reported on the basis of transactions which are primarily market led and are off-setting in nature.

Segment results represent profits before finance charges, unallocated corporate expenses and taxes. ‘Unallocated
Corporate Income/Expenses’ include revenue and expenses that relate to initiatives/costs attributable to the enterprise as
a whole and are not attributable to the segments.

Leases
Leases are recognised as finance lease whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.

THE COMPANY AS A LESSEE

Assets used under finance lease are recognised as property, plant and equipment in the Balance Sheet for an amount that
corresponds to the lower of fair value and the present value of minimum lease payments determined at the inception of
the lease and liability is recognised for an equivalent amount.

The minimum lease payments are apportioned between finance charges and reduction of the lease liability, so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the
statement of profit and loss.

Rentals payable under operating leases are charged to the statement of profit and loss on a straight-line-basis over the
term of the relevant lease, unless payments to the lessor are structured to increase in line with expected general inflation
to compensate for the Lessor’s expected inflationary cost increase.

THE COMPANY AS A LESSOR

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified
as operating lease. Payments received under operating leases are recognised in the statement of profit and loss on a
straight-line-basis over the term of the lease.

Realisation
The Board of Directors of the Company is of the opinion that assets including property, plant & equipment, intangible
assets and non-current-investments are realisable at their carrying amount in the ordinary course of business.

ANNUAL REPORT 2022-23 120

 Note 2 PROPERTY, PLANT AND EQUIPMENT

TANGIBLE ASSETS
Details Land Land Factory *Office OP*-Land Plant and Electrical Computers Office Furniture Vehicles TOTAL
Freehold Leasehold Buildings Premises component Machinery Installation Equipment & Fixtures

ANNUAL REPORT 2022-23

Gross carrying value 730 502 1,100 575 9 1,544 92 303 45 81 567 5,548
as at April 1, 2022
Additions 9 - 11 - - 11 - 21 5 - 306 363
Deletions - - - - (9) - - (187) - (3) (193) (392)
Gross carrying value 739 502 1,111 575 - 1,555 92 137 50 78 680 5,519
as at March 31, 2023
Accumulated - 16 719 224 - 1,091 84 134 41 72 357 2,738
depreciation as at
April 1, 2022
Depreciation - 5 38 16 - 84 2 56 3 3 61 268
Accumulated - - - - - - - (84) - (3) (98) (185)
depreciation on
deletions
Accumulated - 21 757 240 - 1,175 86 106 44 72 320 2,821
depreciation as at
March 31, 2023
Carrying value 730 486 381 351 9 453 8 169 4 9 210 2,810
as at April 1, 2022
Carrying value 739 481 354 335 - 380 6 31 6 6 360 2,698
as at March 31, 2023
NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

121
 TANGIBLE ASSETS
Details Land Land Factory *Office OP*-Land Plant and Electrical Computers Office Furniture Vehicles TOTAL
Freehold Leasehold Buildings Premises component Machinery Installation Equipment & Fixtures
Gross carrying value 644 502 1,081 575 9 1,496 92 109 45 80 540 5,173
as at April 1, 2021
Additions 86 - 19 - - 48 - 200 - 1 110 464

ANNUAL REPORT 2022-23

Deletions - - - - - - - (6) - - (83) (89)
Gross carrying value 730 502 1,100 575 9 1,544 92 303 45 81 567 5,548
as at March 31, 2022
Accumulated - 11 681 206 - 997 82 92 39 69 372 2,549
depreciation as at
April 1, 2021
Depreciation - 5 38 18 - 94 2 47 2 4 61 271
Accumulated - - - - - - - (5) - (1) (76) (82)
depreciation on
deletions
NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Accumulated - 16 719 224 - 1,091 84 134 41 72 357 2,738

depreciation as at
March 31, 2021
Carrying value 644 491 400 369 9 499 10 17 6 11 168 2,624
as at April 1, 2021
Carrying value 730 486 381 351 9 453 8 169 4 9 210 2,810
as at March 31, 2022

122
 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

INTANGIBLES Rupees In Lakhs

Details ERP Software Product Development TOTAL
Gross carrying value as at April 1, 2022 4 66 70
Additions 155 - 155
Deletions - - -
Gross carrying value as at March 31, 2023 159 66 225
Accumulated depreciation as at April 1, 2022 4 66 70
Depreciation 44 - 44
Accumulated depreciation on deletions - - -
Accumulated depreciation as at March 31, 2023 48 66 114
Carrying value as at April 1, 2022 - - -
Carrying value as at March 31, 2023 111 - 111

INTANGIBLES Rupees In Lakhs

Details ERP Software Product Development TOTAL
Gross carrying value as at April 1, 2021 4 66 70
Additions - - -
Deletions - - -
Gross carrying value as at March 31, 2022 4 66 70
Accumulated depreciation as at April 1, 2021 4 66 70
Depreciation - - -
Accumulated depreciation on deletions - - -
Accumulated depreciation as at March 31, 2022 4 66 70
Carrying value as at April 1, 2021 - - -
Carrying value as at March 31, 2022 - - -

ANNUAL REPORT 2022-23 123

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

DISCLOSURE DETAILS AS PER IND-AS-38

Assets ERP-RAMCO SYSTEMS
Useful life Finite - Five years beginning from April 1, 2022
Amortisation method Estimated useful life
Statement of profit and loss Category: Depreciation and amortisation
Gross carrying amount/Opening value of the asset Rs.155 lakhs
Amortisation value Rs.44 lakhs
Closing value of asset Rs.111 lakhs

Notes: (i) Asset was capitalised in the month of February 2022. (ii) Opening value of asset as at April 1, 2022 was the closing
balance as at March 31, 2022. (iii) Asset is not held for sale or disposal. There were no deletions during the year. (iv) Annual
maintenance of rupees thirty eight lakhs being revenue in nature is being expensed during the financial year in which it is
incurred. There were no other contractual commitment. (v) There was no revaluation or impairment recognised during the
year. (vi) As per IND-AS-Regulation 38, the Company will review the useful life at the end of each financial year. Balance
estimated useful life : four years at March 31, 2023.

Note 3 NON-CURRENT INVESTMENTS Rupees In Lakhs

As at 31.03.2023 As at 31.03.2022
Particulars Quantity Amount Quantity Amount
(Nos.) (Nos.)

INVESTMENT IN UNQUOTED SHARES & BONDS - FULLY PAID

Equity shares in the wholly owned subsidiary 1,12,80,528 1,725 97,50,000 975
Bonds - - - -
SUB-TOTAL 1,12,80,528 1,725 97,50,000 975
INVESTMENT IN MUTUAL FUNDS (QUOTED)
Investments in mutual funds - - - -
SUB-TOTAL - - - -
TOTAL NON-CURRENT INVESTMENTS 1,12,80,528 1,725 97,50,000 975
Aggregate amount of quoted investments and market value thereof - - - -
Aggregate amount of unquoted investments 1,12,80,528 1,725 97,50,000 975

Notes: The Company had contributed rupees seven crore and fifty lakhs towards rights issue of its wholly
owned subsidiary during FY 2022-23.

Note 4 INVENTORIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Raw materials 768 778
Work-in-progress 91 73
Traded goods 995 1,055
Finished goods 384 368
TOTAL 2,238 2,274

ANNUAL REPORT 2022-23 124

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 5 CURRENT INVESTMENTS Rupees In Lakhs

As at 31.03.2023 As at 31.03.2022
Particulars Quantity Amount Quantity Amount
(Nos.) (Nos.)

INVESTMENT IN MUTUAL FUNDS (QUOTED)

HDFC mutual fund 24,813 724 41,736 1,424
ICICI mutual fund 13,89,642 676 1,85,870 586
Franklin credit risk fund 8,268 2 21,557 5
TOTAL 14,22,723 1,402 2,49,163 2,015
Aggregate amount of quoted investments and market value thereof 1,402 2,015

Note 6 TRADE RECEIVABLES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Secured, considered good - -
Unsecured, considered good 3,051 2,755
Unsecured, considered doubtful - 20
Less : Provision for doubtful debts - (20)
Unsecured and considered bad - 115
Less: Bad debts written off by expensing in the profit and loss account - (115)
TOTAL 3,051 2,755

Note 7 CASH AND CASH EQUIVALENTS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Balances with banks in current accounts 155 26
Cash on hand - 1
TOTAL 155 27

Note 8 OTHER BANK BALANCES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Fixed deposit with banks 3,882 3,721
Balance with banks in unclaimed dividend accounts 96 96
TOTAL 3,978 3,817

ANNUAL REPORT 2022-23 125

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 9 LOANS AND ADVANCES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
UNSECURED, CONSIDERED GOOD
SECURITY DEPOSITS
Deposits-Government department 27 26
Deposits-Premises 1 5
Deposits-Security, performance and earnest money deposit 159 237
LOANS TO RELATED PARTY
Loan and advances to subsidiary 1,165 1,239
OTHER ADVANCES
Loans and advances to employees 8 41
TOTAL 1,360 1,548

Note 10 OTHER CURRENT ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
ADVANCES OTHER THAN CAPITAL ADVANCES
Advance to suppliers 220 319
Prepaid expenses 15 68
TOTAL 235 387

Note 11 CURRENT TAX ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Advance income tax (net of provision for tax) 527 290
TOTAL 527 290

Note 12 EQUITY SHARE CAPITAL Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
AUTHORISED
5,00,00,000 equity shares of Rs. 2 each 1,000 1,000
TOTAL 1,000 1,000
ISSUED, SUBSCRIBED AND PAID-UP
3,50,00,000 equity shares of Rs. 2 each 700 700
TOTAL 700 700

ANNUAL REPORT 2022-23 126

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Reconciliation of number of equity shares outstanding at the

beginning and at the end of the year: Rupees In Lakhs
2022-23 2021-22
Particulars
In Nos. Amount In Nos. Amount
Shares outstanding at the beginning of the year 3,50,00,000 700 3,50,00,000 700
Shares outstanding at the end of the year 3,50,00,000 700 3,50,00,000 700

Rights, preferences and restrictions

The Company has only one class of shares, referred to as equity shares having a par value of Rs.2/- per share. Each holder of
equity share is entitled to one vote per share and dividend as may be declared at the Annual General Meeting.

Details of shares in the Company held by each Shareholder holding

more than 5% shares
As at 31.03.2023 As at 31.03.2022
Particulars
Number of Percent Number of Percent
Shares held of Holding Shares held of Holding

J B Advani and Company Private Limited (JBA) 92,13,176 26.32% 92,13,176 26.32%

As on the date of the Balance Sheet

Ÿ The Company has not issued any equity share as fully paid pursuant to contracts without payment being received in cash.

Ÿ The Company has not issued any fully paid bonus share.

Ÿ The Company also did not buy back any equity share.

Issue/conversion of equity shares

As on the date of the Balance Sheet, the Company has not issued securities like convertible preference shares, convertible
debentures etc., which are convertible in to equity/preference shares.

Note 13 OTHER EQUITY Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Securities premium - -
General reserve 8,300 7,889
Retained earnings 5,891 5,380
TOTAL 14,191 13,269

ANNUAL REPORT 2022-23 127

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

GENERAL RESERVE Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening balance 7,889 7,489
Transferred from surplus in the Statement of Profit and Loss 411 400
Closing balance 8,300 7,889

RETAINED EARNINGS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening balance 5,380 3,986
Net profit / loss for the year 2,303 2,545
Other comprehensive income for the year 19 19
Equity dividend (1,400) (770)
Transfer to general reserve (411) (400)
Closing balance 5,891 5,380

Note 14 DEFERRED TAX LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
DEFERRED TAX LIABILITIES ON ACCOUNT OF
Difference between book and tax balance of fixed assets 296 165
Fair market value increase of investments in mutual funds and actuarial gains 7 6
Others - -
SUB TOTAL 303 171
DEFERRED TAX ASSETS ON ACCOUNT OF
Provision for warranties (69) (95)
Diminution in the valuation of shares of the joint venture (26) (26)
Provision for doubtful debts - (5)
Service tax disallowance U/S. 43B (37) (37)
Others - (8)
SUB TOTAL (132) (171)
TOTAL 171 -

NOTE 15 TRADE PAYABLES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Micro, small and medium enterprises 823 518
Other than Micro, small and medium enterprises 970 1,613
TOTAL 1,793 2,131

ANNUAL REPORT 2022-23 128

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

DETAILS OF TRADE PAYABLES Rupees In Lakhs

Outstanding as at March 31, 2023
Particulars Total
Less than 6 months- 1-2 2-3 More than
6 months 1 year years years 3 years
UNDISPUTED
Micro, small and medium enterprises 823 - - - - 823
Others 970 - - - - 970
DISPUTED
Micro, small and medium enterprises - - - - - -
Others - - - - - -
TOTAL 1,793 - - - - 1,793

Rupees In Lakhs
Outstanding as at March 31, 2022
Particulars Total
Less than 6 months- 1-2 2-3 More than
6 months 1 year years years 3 years
UNDISPUTED
Micro, small and medium enterprises 518 - - - - 518
Others 1,613 - - - - 1,613
DISPUTED
Micro, small and medium enterprises - - - - - -
Others - - - - - -
TOTAL 2,131 - - - - 2,131

Trade payables includes Creditors for Capital goods, Raw materials, Consumables, Traded goods and General
procurements including expenses, be it Capital or Revenue in nature. The Company has bifurcated Creditors
based on MSME certificates/information received from its Suppliers and re-categorised correspondingly the
previous year, wherever applicable. No amounts were outstanding beyond the Statutory period to
organisation’s classified under MSME as at March 31, 2023.

Note 16 OTHER FINANCIAL LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Deposit from dealers and employees 202 203
Unclaimed dividends 96 96
TOTAL 298 299

ANNUAL REPORT 2022-23 129

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 17 OTHER CURRENT LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Statutory liabilities 167 137
TOTAL 167 137

Note 18 PROVISIONS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
PROVISION FOR EMPLOYEE BENEFITS
Provision for compensated absences (92) (43)
Due to gratuity trust 21 25
OTHERS
Warranties 231 380
TOTAL 160 362

Note 19 REVENUE FROM OPERATIONS Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
SALE OF PRODUCTS
Manufactured goods (net of taxes) 10,566 9,487
Scrap sales 72 55
Traded goods 7,842 8,674
SERVICES
Job work income 2,298 2,261
TOTAL 20,778 20,477

Note 20 OTHER INCOME Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Interest income 350 292
Lease rent received 30 34
Rental income 25 24
Discount income 19 9
Forex gains and write backs (29) 199
Profit on sale of investments and assets 29 8
TOTAL 424 566

ANNUAL REPORT 2022-23 130

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

DETAILS OF INTEREST INCOME Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Interest on bank deposits 185 162
Others 165 130
TOTAL 350 292

Note 21 COST OF MATERIALS CONSUMED Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Opening stock 778 690
Add: Purchases 5,834 4,566
Less: Closing stock 768 778
TOTAL 5,844 4,478

Note 22 PURCHASE OF STOCK-IN-TRADE Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Welding consumables, equipment and spares 6,190 6,449
TOTAL 6,190 6,449

Note 23 CHANGES IN INVENTORIES OF WORK-IN-PROGRESS,

FINISHED GOODS AND STOCK-IN-TRADE Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
AT THE BEGINNING OF THE YEAR
Work-in-progress 73 226
Finished goods 368 404
Traded goods 1,055 1,204
SUB-TOTAL (A) 1,496 1,834
AT THE END OF THE YEAR
Work-in-progress 91 73
Finished goods 384 368
Traded goods 995 1,055
SUB-TOTAL (B) 1,470 1,496
TOTAL (A-B) 26 338

ANNUAL REPORT 2022-23 131

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 24 EMPLOYEE BENEFIT EXPENSES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Salaries, allowances and other benefits 2,059 2,316
Contribution to provident and other funds 298 302
Staff welfare 184 143
TOTAL 2,541 2,761

Note 25 OTHER EXPENSES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Rent 57 149
Insurance 50 21
Rates and taxes 28 92
Consumables and stores 9 11
Power, fuel and utilities 92 80
Security charges 39 29
Product development, fabrication and welding 1,319 1,215
Labour charges 268 186
Books, printing and stationery 9 15
Communication expenses 30 39
Repairs to building 22 52
Repairs to machinery 77 104
Repairs to vehicles 15 7
Legal and professional fees 111 122
Director’s sitting fees 3 2
Travelling and conveyance 448 338
Freight and forwarding 255 261
Sales commission and promotional expenses 124 272
Provision for warranties (65) 63
Audit fees 8 7
Bank and other charges 25 30
Corporate social responsibility 49 39
General expenses 2 7
Bad debts written off 22 60
Software annual maintenance 35 38
Loss on sale of assets - 2
TOTAL 3,032 3,241

ANNUAL REPORT 2022-23 132

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Notes: Goods & Service Tax (GST) on purchase of capital assets (vehicles) were expensed under Rates & Taxes.
Based on opinion obtained from GST Consultants, the same has been capitalised along with asset and
subjected to depreciation. Further excess provision for Rates & Taxes made during FY 2021-22 has been set off
during the year.

AUDITORS’ REMUNERATION Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Statutory audit 5 4
Other services 3 3
TOTAL 8 7

Note: Amount specified above is excluding GST.

CORPORATE SOCIAL RESPONSIBILITY Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Amount required to be spent by the Company during the year 48 38
Amount of expenditure incurred 49 39
Shortfall at the end of the year - -
Total of previous years shortfall - -
BRIEF DETAILS OF CSR ACTIVITIES
Covid care support - 21
Education 18 11
General medical support 14 6
Women empowerment 7 -
Support to the aged and disabled 5 1
Environment sustainability 2 -
Welfare of children including special children 2 -
Sports - Paralympic - Distribution of wheelchairs 1 -
TOTAL 49 39

Note 26 TAX EXPENSES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Current tax 790 1,025
Short-fall/(excess) of previous year(s) - -
Deferred tax 164 (65)
TOTAL 954 960

ANNUAL REPORT 2022-23 133

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

TAX RECONCILIATION Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
PROFIT BEFORE INCOME TAX EXPENSE 3,257 3,504
Tax on income at normal rates 782 875
Tax on long term capital gains 9 312
Tax effect of amounts which are not deductible/ not taxable in calculating taxable income
(a) Provision for retirement benefits (16) (17)
(b) Provision for bad debts - (5)
(c) Provision for warranties 15 (95)
(d) Others - (45)
INCOME TAX EXPENSE FOR THE YEAR 790 1,025

Note 27 OTHER COMPREHENSIVE INCOME Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Increase in the value of investments 26 25
Tax impact on the same (7) (6)
TOTAL 19 19

Note 28 EARNINGS PER SHARE Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Profit after tax 2,303 2,545
Number of equity shares 3,50,00,000 3,50,00,000
Earnings per share 6.6 7.3

ANNUAL REPORT 2022-23 134

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 29 FINANCIAL INSTRUMENTS

Fair value of assets and liabilities Rupees In Lakhs
As at 31.03.2023 As at 31.03.2022
Particulars FVTPL FVOCI Amortised Total FVTPL FVOCI Amortised Total
cost cost

FINANCIAL ASSETS-NON-CURRENT
Non-current investments 1,725 - - 1,725 975 - - 975
FINANCIAL ASSETS-CURRENT
Investments - 1,402 - 1,402 - 2,015 - 2,015
Trade receivables - - 3,051 3,051 - - 2,755 2,755
Cash and cash equivalents - - 155 155 - - 27 27
Bank balances other than cash - - 3,978 3,978 - - 3,817 3,817
& cash equivalents
Loans and advances - - 1,360 1,360 - - 1,548 1,548
TOTAL 1,725 1,402 8,544 11,671 975 2,015 8,147 11,137
FINANCIAL LIABILITIES-CURRENT
Trade payables - - 1,793 1,793 - - 2,131 2,131
Other financial liabilities - - 298 298 - - 299 299
TOTAL - - 2,091 2,091 - - 2,430 2,430

Fair value hierarchy

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.

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
group has classified its financial instruments into the three levels prescribed under the accounting standard. An
explanation of each level follows underneath the table.

LEVEL 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity
instruments that have quoted market price.

LEVEL 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-
the-counter derivatives) is determined using valuation techniques which maximise 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, contingent consideration and indemnification asset included in level 3.

ANNUAL REPORT 2022-23 135

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Hierarchy of financial assets and liabilities measured at fair value

Rupees In Lakhs
As at 31.03.2023 As at 31.03.2022
Particulars
Level 1 Level 2 Level 1 Level 2
FINANCIAL ASSETS - NON-CURRENT
Investments - 1,725 - 975
FINANCIAL ASSETS - CURRENT
Investments 1,402 - 2,015 -

Note: During the periods mentioned above, there have been no transfers amongst the levels of hierarchy.
The carrying amounts of trade receivables, cash and bank balances, other bank balances, non-current loans, current loans,
trade payables and other current financial liabilities are considered to be approximately equal to the fair value.

Note 30 FINANCIAL RISK MANAGEMENT

The Company is exposed to risk from its venture in the subsidiary besides credit risk, liquidity risk, commodity risk and
market risks. The Company’s principal financial liabilities comprise deposits, trade and other payables. The main purpose
of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include
current loans, trade and other receivables, cash and cash equivalents that derive directly from its operations. The Company
also holds FVOCI investments in mutual funds. The Company’s Senior Management oversees the management of these
risks and devices ways to mitigate the same.

Credit risk
The Company is exposed to credit risk from its operating activities primarily in respect of trade receivables.

CREDIT RISK MANAGEMENT

To manage credit risk, the Company follows a policy of providing 30-180 days credit to its domestic customers based on
the nature of customers. The credit limit policy is established considering the current economic trends of the industry in
which the Company is operating. Further, trade receivables are monitored on a periodic basis for assessing any significant
risk of non-recoverability of dues and provisions are created accordingly.
Rupees In Lakhs
Particulars As at 31.03.2023 As at 31.03.2022
Upto 30 days 1,916 1,515
30-60 days 858 350
60-90 days 114 505
90 days to 6 months 163 384
6 months to 1 year - 1
1 year to 3 years - -
3 years to 5 years - -
More than 5 years - 20
TOTAL 3,051 2,775
Expected credit loss - (20)
Net Receivables 3,051 2,755

ANNUAL REPORT 2022-23 136

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a
reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – trade payables
and other financial liabilities.

LIQUIDITY RISK MANAGEMENT

The Company’s management is responsible for liquidity as well as settlement management. Management monitors the
Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.

Maturities of non – derivative financial liabilities

As at 31.03.2023 Rupees In Lakhs

Particulars Within 6 months 6 months to 1 year TOTAL
FINANCIAL LIABILITIES-CURRENT
Trade payables-Micro, small and medium enterprises 823 - 823
Trade payables-Others 970 - 970
Other financial liabilities 298 - 298
TOTAL 2,091 - 2,091

As at 31.03.2022 Rupees In Lakhs

Particulars Within 6 months 6 months to 1 year TOTAL
FINANCIAL LIABILITIES-CURRENT
Trade payables-Micro, small and medium enterprises 518 - 518
Trade payables-Others 1,613 - 1,613
Other financial liabilities 299 - 299
TOTAL 2,430 - 2,430

Market risk
FOREIGN CURRENCY RISK
The Company is exposed to foreign exchange risk on its receivables, payables which are held in USD, EURO and CNY. The
fluctuation in the exchange rate of INR relative to USD, EURO and CNY may have a material impact on the Company's
assets and liabilities.

FOREIGN CURRENCY RISK MANAGEMENT

In respect of foreign currency transactions, the Company does not hedge its exposures since the Management believes
that the premium on hedge will off-set escalations, as payment to foreign suppliers are structured generally for short
durations not beyond ninety days from the date of invoice.

ANNUAL REPORT 2022-23 137

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

The Company's exposure to foreign currency risk (liabilities) at the end of the reporting period is as under:
Rupees In Lakhs
As at 31.03.2023 As at 31.03.2022
Particulars
USD EUR CNY USD EUR CNY
FINANCIAL LIABILITIES
Trade payables-Imports (416) - 6 (234) (5) (101)
FINANCIAL ASSETS
Trade Receivables-Exports - - - - - -
NET EXPOSURE TO FOREIGN CURRENCY (416) - 6 (234) (5) (101)

SENSITIVITY TO FOREIGN CURRENCY RISK

The following table demonstrates the sensitivity to USD, EURO and CNY with all other variables held constant. The below
impact on the Company's profit before tax is based on changes in the fair value of unhedged foreign currency monetary
assets and liabilities as at the date of the Balance Sheet.

As at 31.03.2023 As at 31.03.2022
Particulars
Increase by 5% Decrease by 5% Increase by 5% Decrease by 5%
USD (21) 21 (12) 12
CNY - - (5) 5

Price Risk
The company is exposed to price risk from its investment in mutual fund classified in the Balance Sheet at fair value
through profit and loss.

PRICE RISK MANAGEMENT

To manage its price risk arising from the investment, the Company has invested in the mutual fund after considering the
risk and return profile of the mutual funds i.e. the debt profile of the mutual fund indicates that the debt has been given to
creditworthy banks and other institutional parties and equity investment is made after considering the performance of
the stock. However, the entity being risk averse has opted to invest its substantial funds in debt oriented mutual funds.
Sensitivity As at 31.03.2023 As at 31.03.2022
Impact on profit after tax for 5% increase in NAV 70 100
Impact on profit after tax for 5% decrease in NAV (70) (100)

ANNUAL REPORT 2022-23 138

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 31 CAPITAL MANAGEMENT

The Company’s objectives in managing capital includes:

Ÿ To safeguard its ability to continue as a going concern, so that it can continue to provide returns to its Shareholders and
also benefit other Stakeholders.

Ÿ Maintain an optimal capital structure to reduce cost of capital.

Apart from trade payables and other current liabilities, there is no debt subsisting on the Company. Therefore, the
Company manages its capital and return to Shareholders by adequately investing in mutual funds, fixed deposits and
adjusting the amount of dividend paid to the Shareholders.

Dividends Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
EQUITY DIVIDEND
Dividend paid during the year 1,400 770
DIVIDENDS NOT RECOGNISED AT THE END OF THE REPORTING PERIOD
The Board has recommended a dividend of 250 percent which is Rs.5 per Equity Share with total outflow amounting to Rs.1,750 lakhs .

Note 32 INFORMATION ON JOINT VENTURE AND WHOLLY

OWNED SUBSIDIARY
Joint venture
The Joint Venture -Dualrank Fontech- has been closed as per Malaysian Laws. The Authorised Dealer-HDFC Bank-is
corresponding with the Reserve Bank of India for final closure as per Indian Laws.

Wholly Owned Subsidiary Rupees In Lakhs

As at 31.03.2023 Year ended 31.03.2023
Country of Percentage Capital
Particulars Liabilities Contingent
incorporation of holding Assets Commitm Income Expenditure
(External) Liabilities
-ents
3D Future Technologies India 100% 1,197 1,709 - - 665 1,232
Private Limited

Rupees In Lakhs
As at 31.03.2022 Year ended 31.03.2022
Country of Percentage Capital
Particulars Liabilities Contingent
incorporation of holding Assets Commitm Income Expenditure
(External) Liabilities
-ents
3D Future Technologies India 100% 1,121 1,841 - - 484 1,030
Private Limited

Note: As per books of accounts of 3D Future Technologies Private Limited without adjustment of inter-segment-
transactions between the Holding and Subsidiary

ANNUAL REPORT 2022-23 139

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 33 CONTINGENT LIABILITIES, CAPITAL AND OTHER

COMMITMENTS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022

Guarantees (Bank and Corporate) 449 556
Disputed Income tax demand under appeal 502 276
Investments lien marked for facilitating working capital loan to the subsidiary 2 2
Market value of lien marked investments 2 2

Notes (i) Amount reflected as part of disputed liability pertains to the principal claim. (ii)Year wise details of income tax
demand under appeal: Rupees In Lakhs
Particulars Forum where the case is pending/update As at 31.03.2023 As at 31.03.2022
2013-14 Commissioner (Appeals) 71 71
2014-15 Case closed with order issued for refund - 34
2016-17 Asst. Commissioner 10 10
2018-19 Commissioner (Appeals) 161 161
2021-22 Commissioner (Appeals) 260 -
TOTAL 502 276

(iii) Income Tax Department had raised claim of rupees forty crores for the Assessment year 2021-22. Simultaneously there
was scrutiny assessment in progress which upheld the return of income filed by the Company and confirmed nil demand.
In the intermittent, the Company had filed an Appeal and the Commissioner/National Faceless Assessment Centre has
confirmed that order passed after the scrutiny assessment will subsist. The Company has approached the Department for
negating/deleting the demand being reflected in the Income Tax portal.

Note 34 EMPLOYEE BENEFITS

As per Ind-AS 19 ‘Employee benefits’ disclosure as defined in the Standard are given below:

Brief description of the plans:

The Company has various retiral benefit schemes for employees, broadly categorised in to (i) Defined contribution plans:
Provident fund and Superannuation (ii) Defined benefit plan: Gratuity. While provident fund gets paid to the respective
departments/authorities as per Statute, month on month; gratuity and superannuation are managed through trusts
called 'Cosmics Employees Gratuity Fund' and 'Cosmics Employees Superannuation Fund'. The liability of the Company
towards Gratuity and Superannuation funds are defrayed year on year based on actuarial valuation and fifteen percent of
the salary (basic plus dearness allowance) in respect of applicable employees, respectively.

Employee welfare benefit: The Company provides for leave encashment facility subject to a maximum carry forward of leave
to the extent of sixty days, (enhanced to 180 days from April 01, 2023). Amount towards balance of unavailed leave reckoned
on basic plus dearness allowance on the basis of last pay drawn, gets paid to the employee on cessation. The Company has
funded its liability towards leave encashment through the aegis of the Life Insurance Corporation of India (LIC).

ANNUAL REPORT 2022-23 140

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Contribution plan, recognized as expense for the year are as under

Rupees In Lakhs
Particulars As at 31.03.2023 As at 31.03.2022
Provident fund 135 126
Employees state insurance corporation 2 2
Superannuation fund 121 88
Gratuity fund 40 25
Leave salary - 61
TOTAL 298 302

Note: The Company causes Actuarial Valuation for Gratuity and Leave encashment liability year on year. As per Actuarial
valuation, funding by the Company was su cient in respect of leave encashment and hence no further provision/expense
was made during FY 2022-23.

Gratuity (Funded Scheme)

Valuation in accordance with Accounting Standard IND-AS 19

ASSUMPTIONS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Discount rate (per annum) 7.4% 6.7%
Salary escalation rate 8.0% 8.0%
ATTRITION RATE
21-30 years 23% 41%
31-40 years 16% 10%
41-57 years 10% 7.0%
Normal retirement age 58 years 58 years
Mortality rate - Indian Assured Lives Mortality (2012-2014) published by the Institute of Actuaries of India.

CHANGES IN FAIR VALUE OF PLAN ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening fair value of plan assets 539 506
Employer’s contribution (outstanding of previous year) 25 42
Return on plan assets 30 23
Re-measurements: Actual return on plan assets less interest on plan assets (24) 30
Benefits paid (33) (62)
Closing fair value of plan assets 537 539

ANNUAL REPORT 2022-23 141

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

CHANGES IN DEFINED BENEFIT OBLIGATION Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening defined benefit obligation 564 528
Current service cost 30 29
Interest on defined benefit obligation 30 23
RE-MEASUREMENTS DUE TO:
Actuarial loss/(gain) arising from change in financial assumptions (14) 13
Actuarial loss/(gain) arising from change in demographic assumptions (5) 5
Actuarial loss/(gain) arising on account of experience changes 5 28
Benefits paid (33) (62)
Closing defined benefit obligation 577 564

CHARGE TO THE STATEMENT OF PROFIT AND LOSS Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Closing value of defined benefit obligation 577 564
Closing value of plan assets 537 539
Charge to the statement of profit and loss 40 25

AMOUNT CARRIED FORWARD IN THE BALANCE SHEET Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Liability for the financial year 40 25
Contribution/adjustment made during the year (19) -
Balance carried forward to be expensed/paid in the next financial year 21 25

SENSITIVITY ANALYSIS
Particulars As at 31.03.2023 As at 31.03.2022
DISCOUNT RATE
Impact of increase in 100 bps on DBO (3%) (3.9%)
Impact of decrease in 100 bps on DBO 3.4% 4.3%
SALARY ESCALATION RATE
Impact of increase in 100 bps on DBO 3% 4%
Impact of decrease in 100 bps on DBO (2.9%) (3.7%)
LEAVING SERVICE RATE
Impact of increase in 100 bps on DBO (0.1%) (0.3%)
Impact of decrease in 100 bps on DBO 0.1% 0.3%

ANNUAL REPORT 2022-23 142

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Compensated absences Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Defined benefits obligation at the beginning of the year - -
Add: Expenses related to the current year - 61
Less: Payments made or contribution to the policy account (92) (104)
Defined benefits obligation at the end of the year (92) (43)

BREAK-UP OF COMPENSATED ABSENCE BENEFITS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Non current liability - -
Current liability (92) (43)

Notes: (i) The key actuarial assumptions to which the benefit obligation results are particularly sensitive to the discount
factors, estimate rate of return on plan assets, future salary escalation rate and assumed attrition rate. (ii) Not being their
domain area, both Management and Auditors have relied on the expert opinion/report of the Actuary in respect of
employee benefit valuation.

Note 35 RELATED PARTY TRANSACTIONS

Related party Disclosures as per Accounting Standard IND-AS 24.

Names of related parties and description of relation

Particulars Related parties
PROMOTER J B Advani and Company Private Limited
ASSOCIATE COMPANIES Ador Welding Limited
Ador Powertron Limited
Ador Multiproducts Limited
1908 E-Ventures Private Limited (Subsidiary of Ador Multiproducts)
WHOLLY OWNED SUBSIDIARY 3D Future Technologies Private Limited (3DFT)
KEY MANAGEMENT PERSONNEL Mr. Aditya Tarachand Malkani - Chairman
Mr. H P Ledwani - Managing Director & CEO
Ms. Geetha D, Company Secretary & CFO
RELATED PERSONNEL Ms. Tanya Advani
RELATIVES OF KEY MANAGEMENT PERSONNEL Mrs. Shirin Malkani - W/o Mr. Aditya T Malkani
Mrs. Sunila H Ledwani - W/o. Mr. H P Ledwani

ANNUAL REPORT 2022-23 143

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Transactions with related parties Rupees In Lakhs

Value of the transactions
Relationship/name of the related party Description of the nature of transactions
Year ended Year ended
31.03.2023 31.03.2022
(i) ASSOCIATE COMPANIES
J B Advani and Co. Private Limited Dividend paid 369 -
Security deposits received (8) -
Rent paid - 32
Ador Welding Limited Purchase of capital goods - 14
Purchase of manufactured goods 189 147
Purchase of traded goods 187 184
Rent deposit paid 1 -
Sale of products (253) (175)
Rent paid 3 3
Recovery of expenses (4) -
Ador Powertron Limited Loan provided 700 700
Loan repaid (700) (700)
Interest on loan - Income (55) (52)
Purchase of capital goods 1 -
Reimbursement of professional fees 5 -
License fee paid 4 -
Website maintenance 14 -
3D Future Technologies Private Limited ICD - Repaid by 3DFT/Adj. (154) (110)
ICD- Paid to 3DFT 80 747
(Previous year-take over of HDFC Bank loan)
Interest earned on ICD (110) (78)
Equity share capital 750 -
Lease rent received (30) (41)
Ador Multiproducts Limited Purchase of manufactured goods 1 -
1908 E- Ventures Private Limited Lease rent received (1) -
(ii) KEY MANAGERIAL PERSONNEL (KMPS) Aggregate of salaries as per Income Tax Act* 320 303
(iii) RELATED PERSONNEL Remuneration 101 90
(iv) RELATIVES OF KMP Consultancy fees paid 4 -
Rent 25 24

ANNUAL REPORT 2022-23 144

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Balances to related parties Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
J B Advani and Company Private Limited - 8
Ador Welding Limited - Receivable 1 2
3D Future Technologies Private Limited 1,165 1,239

Maximum balance during the year Rupees In Lakhs

As at 31.03.2023 As at 31.03.2022
Particulars
Dr. Cr. Dr. Cr.
Ador Welding Limited-Receivable - 124 37 49
3D Future Technologies Private Limited-Inter Corporate Deposit 1,165 - 1,239 -

Notes*: (i) Remuneration has been reckoned on total amounts defrayed.(ii) Provision for gratuity and leave encashment are determined
for the Company as a whole and with liability not crystalising on the individuals, segregation was not feasible.

Note 36 MICRO AND SMALL ENTERPRISES

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days
as at March 31, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises
Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information
available with the Company.

DISCLOSURE REQUIREMENT UNDER MSMED ACT, 2006

Rupees In Lakhs
Particulars As at 31.03.2023 As at 31.03.2022
Principal amount due to suppliers registered under the MSMED Act 823 518
and remaining unpaid as at year end
Interest due to suppliers registered under the MSMED Act and - -
remaining unpaid as at year end
Principal amounts paid to suppliers registered under the MSMED Act, - -
beyond the appointed day during the year
Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under - -
the MSMED Act, beyond the appointed day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under - -
the MSMED Act, beyond the appointed day during the year
Interest due and payable towards suppliers registered under MSMED Act, - -
for payments already made
Further interest remaining due and payable for earlier years - -

ANNUAL REPORT 2022-23 145

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 37 LEASE ARRANGEMENTS-OPERATING LEASE

The Company has entered in to cancellable operating lease with an option to renew in respect of certain o ces and residential premises.
Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Lease payments for the year 57 149
Lease tenure 11 months 11 months
Lease amount payable-not later than 1 year 58 57
Lease amount payable later than one year but not later than five years - -
Lease amount payable later than five years - -

Note 38 SEGMENT REPORTING

As per para 12 of Ind-AS-108, two or more operating segments may be aggregated in to a single operating system, if
aggregation is consistent with the core principle of Ind-AS, with the segments having similar economic characteristics and
are similar in each of the following respects:
(i) The nature of products and services
(ii) The nature of production process
(iii) The type or class of customers for the products and services
(iv) The methods used to distribute products or provide services
(v) The nature of regulatory environment, as applicable
Based on the same, the Company views its business operations in a holistic manner and not as segments. Hence segment
reporting being not applicable, the same has not been presented. Further, it would su ce to state that in terms of
geographical operations, the Company’s operations are concentrated in India.

Note 39 DETAILS PERTAINING TO WARRANTIES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Opening balance 380 335
Add: Provisions during the year (65) 63
Less: Amount defrayed during the year (84) (18)
Closing balance 231 380

Note 40 CONTRACTUAL LIABILITIES

All contractual liabilities connected with business operations of the Company have been appropriately provided for.

Note 41 REALISATIONS
In the opinion of the Board and to the best of its knowledge and belief, the value on realisation of current assets, loans and
advances, will in the ordinary course of business be not less than the amounts at which they are stated in the Balance Sheet.

ANNUAL REPORT 2022-23 146

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 42 TRANSFER PRICING

The Management is of the opinion that its transactions are at arm’s length so that the aforesaid legislation will not have any
impact on the financial statements, particularly on the amount of tax expense and that of provision for tax. External
Auditors conduct audit on transfer pricing and reports are filed as per the provisions of the Income Tax.

Note 43 PREVENTION OF BENAMI TRANSACTIONS AND MONEY

LAUNDERING
As a responsible corporate entity, we are committed to preventing and combating illicit financial activities, such as
benami transactions and money laundering. The following measures have been implemented to prevent such activities:

Enhanced compliance framework

(i) We have a robust anti-money laundering (AML) policy in place, which outlines the procedures and controls for
identifying and mitigating the risk of money laundering and terrorist financing.

(ii) Our employees receive regular training on AML regulations and procedures to ensure their compliance with the policy.

(iii) We conduct periodic risk assessments to identify and address potential areas of vulnerability to money laundering
and benami transactions.

Improved due diligence process

(i) We have a comprehensive Know Your Customer (KYC) process in place to verify the identity of our customers and their
sources of funds.

(ii) We conduct enhanced due diligence measures for high-risk-customers and transactions

(iii) We also monitor our customers' transactions to identify any suspicious activities.

Strengthened internal controls

(i) We have implemented strong internal controls, including segregation of duties, to prevent and detect fraudulent
activities and transactions.

(ii) We have a whistle-blower policy in place, which allows our employees to report any suspected or actual instances of
money laundering or benami transactions without fear or retaliation.

(iii) We remain committed to preventing and combatting illicit financial activities and we will continue to review and
update our policies and procedures to ensure compliance with relevant Regulations and Best Practices.

Note 44 GENERAL RESERVE

The Board has elected to transfer an amount of rupees four hundred and eleven lakhs to the General reserve for the
financial year 2022-23.

Note 45 RELATIONSHIP WITH STRUCK OFF COMPANIES

The Company did not have any relationship with struck off companies.

Note 46 UTILISATION OF BORROWED FUNDS & SHARE PREMIUM

(I) The Company is debt free. (ii) Balance in share premium account is nil.

ANNUAL REPORT 2022-23 147

 NOTES TO THE FINANCIAL STATEMENTS (STANDALONE)

Note 47 UNDISCLOSED INCOME

There were no proceedings initiated against the Company regarding undisclosed income which needs to be disclosed
during the current year.

Note 48 BORROWINGS OBTAINED ON THE BASIS OF SECURITY

The Company has working capital limits sanctioned by the HDFC Bank Limited based on the security of current assets and
fixed deposits. As per the sanction, limits can be swapped between funded and non-funded requirements.

As on March 31, 2023 the Company has availed only bank guarantees and continues to be debt free. Therefore, submission
of statements to the bank is not applicable to the Company.

Note 49 REGISTRATION AND SATISFACTION OF CHARGE

Charges have been duly registered and there is no charge pending for registration beyond the stipulated time period.

Note 50 DISCREPANCY IN UTILISATION OF BORROWINGS

As on March 31, 2023 the Company continues to be debt free. Therefore, discrepancy report is not applicable.

Note 51 COMPLIANCE WITH RESPECT TO NUMBER OF LAYERS

OF COMPANIES
The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act,
2013 read with the Companies (Restriction on number of layers) Rules, 2017.

Note 52 CRYPTO CURRENCY OR VIRTUAL CURRENCY

The Company has not made any trade in crypto currency or virtual currency during the year.

Note 53 WILFUL DEFAULTERS

The Company has not been declared as wilful defaulter by any bank/financial institution or any other lenders.

Note 54 FINANCIAL RATIOS

Please refer 'Ratio Analysis' - Page numbers 47 and 48.

Note 55 AMOUNT IN THE FINANCIAL STATEMENTS

Amounts in the financial statements are rounded off to the nearest lakh and have been re-grouped whenever necessary.

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXY7383
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 148

CARING BEYOND PROFIT
Unleashing Social Good through
Corporate Social Responsibility
AUDITORS’
REPORT
(CONSOLIDATED)
 AUDITORS’ REPORT (CONSOLIDATED)

INDEPENDENT AUDITORS’ REPORT

To
The Members
Ador Fontech Limited

Report on the Audit of the Consolidated Financial Statements

Opinion
We have audited the accompanying Consolidated Financial Statements of Ador Fontech Limited (‘the Company’) and its
subsidiary-3D Future Technologies Private Limited (the Company and its subsidiary together referred to as ‘the Group’),
which comprise the Consolidated Balance Sheet as at March 31, 2023, the Consolidated Statement of Profit and Loss
(including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated
Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies and other
explanatory information (hereinafter referred to as ‘the Consolidated Financial Statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated
Financial Statements give the information required by the Companies Act, 2013 (the ‘Act’) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended (‘Ind-AS’) and other accounting principles
generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2023, the consolidated profit
(consolidated financial performance including other comprehensive income), consolidated changes in equity and
consolidated cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs)
specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements 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 independence requirements that are relevant to our audit of the Consolidated Financial
Statements under the provisions of the Act & the Rules made thereunder and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence
we have obtained is su cient and appropriate to provide a basis for our audit opinion on the Consolidated Financial
Statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the
Consolidated Financial Statements as a whole and in forming our opinion thereon and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

ANNUAL REPORT 2022-23 152

 AUDITORS’ REPORT (CONSOLIDATED)

Key Audit Matters Auditor’s Response

REVENUE RECOGNITION PRINCIPAL AUDIT PROCEDURES
Revenue from sale of goods Our audit procedures, related to revenue recognition, included, but were not
( h e r e i n a f t e r r e f e r r e d t o a s limited, to the following:
‘Revenue’) is recognised when Ÿ Assessed the appropriateness of the Company’s revenue recognition accounting
control of the products being sold policies in line with Ind AS 115 (‘Revenue from contracts with customers’) and
is transferred to the customer and testing thereof.
when there are no longer any Ÿ Evaluated the design and operating effectiveness of the Company’s controls (including
unfulfilled obligations. automated controls) around revenue recognition (including rebates / discounts).

The timing of revenue recognition Ÿ Tested the effectiveness of such controls over revenue cut off at year end by
selecting samples and verified the same with underlying documents, which
i s r e l eva n t t o t h e r e p o r t e d
included shipping documents, loading receipt, gate register. We carried out a
performance of the Company. The
combination of procedures involving inquiry and observation, re-performance
management considers revenue and inspection of evidence in respect of operation of these controls.
as a key measure for evaluation of
Ÿ Inspected the samples of sales return and checked the appropriateness of sales
performance.
return accounted in the books by verifying its approval from authorised person
The timing of recognition of and goods inward note.
revenue in case of products is Ÿ Selected a sample of continuing & new contracts and performed the following procedures:
when control over the same is (i) Read, analysed and identified the performance obligations in these contracts.
transferred to the customer, upon (ii) Compared these performance obligations with that identified and recorded
d e l i v e r y . Th e p e r f o r m a n c e by the Company.
obligations are fulfilled at the time (iii) Considered the terms of the contracts to determine the transaction price
of dispatch, delivery or upon including any variable consideration to verify the transaction price used to compute
formal customer acceptance revenue and to test the basis of estimation of the variable consideration; and
depending on the customer’s (iv) Determined the allocation of transaction price to identify performance
terms. obligations in the contract.
Ÿ Scrutinised sales ledgers to verify completeness of sales transactions.

Ÿ We performed substantive testing by extracting samples of revenue transactions

recorded during the year by verifying the underlying documents, which included
shipping documents, lorry receipts, sale orders, approved price list, proper
recording in ledger of receivables etc.
Ÿ Performed analytical procedures on current year revenue based on overall
revenue recognised, customer wise analysis, product wise analysis and where
appropriate, conducted further enquiries and testing.
Ÿ Obtained balance confirmations for samples of customers selected and reviewed
the reconciling items, if any.
Ÿ Tested the related disclosures made in the Financial Statements in accordance
with Ind AS 115.
DIRECT TAX BALANCES Obtained details of completed tax assessments and demands for the year ended
The Company has uncertain tax March 31, 2023 from the Management. We involved our internal experts to
positions including matters under challenge the Management’s underlying assumptions in estimating the tax
appeal and for reconsideration, provisions and the possible outcome of the disputes. Our internal experts also
which involves significant judgement considered legal precedence and other rulings in evaluating the Management’s
to determine the possible outcome position on these uncertain tax positions. The same have also been reflected as part
of the decisions. of contingent liabilities in the notes to the accounts.

ANNUAL REPORT 2022-23 153

 AUDITORS’ REPORT (CONSOLIDATED)

Information Other than the Consolidated Financial Statements and

Auditors’ Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises information included in the Board's Report including annexures to the Board's report comprising
Management Discussion and Analysis Report, Corporate Governance, Shareholders' information etc. but does not include
the Consolidated Financial Statements and our Auditors' report thereon.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information
and in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial
Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is material misstatement of this other information; we
are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Consolidated Financial

Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to
preparation of these Consolidated Financial Statements that give a true and fair view of the consolidated financial
position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity
and consolidated cash flows of the Group in accordance with the Ind-AS and other accounting principles generally
accepted in India including the Indian Accounting Standards (Ind-AS) specified under Section 133 of the Act. The
respective Board of Directors of the companies included in the Group are responsible for (a) Maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for
preventing/detecting frauds and other irregularities. (b) Selection and application of appropriate accounting policies.
(c) Making judgements and estimates that are reasonable and prudent and (d) Design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, the respective Board of Directors of the Companies included in the
Group are responsible for assessing the Group’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 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 of the companies included in the Group are also responsible for overseeing the financial
reporting process of the Group.

ANNUAL REPORT 2022-23 154

 AUDITORS’ REPORT (CONSOLIDATED)

Auditor’s Responsibilities for Audit of the Consolidated Financial

Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements 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
will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial
Statements.

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

Ÿ Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is su cient
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 the internal controls.

Ÿ Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company and its subsidiary company which are companies incorporated in India, has
adequate internal financial controls system in place and the operating effectiveness of such controls.

Ÿ Evaluate the appropriateness of accounting policies used and reasonableness of accounting estimates and related
disclosures made by the Management.

Ÿ Conclude on the appropriateness of the Management’s use of the going concern basis of accounting and based on
the audit evidence obtained, whether material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of the Group 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 Consolidated Financial
Statements 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.

Ÿ Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including
disclosures and whether the Consolidated Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.

Ÿ Obtain su cient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the
direction, supervision and performance of audit of the financial statements of such entities included in the
Consolidated Financial Statements.

Materiality is the magnitude of misstatements in the Consolidated Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work and (ii) to evaluate the effect of any identified misstatements in the financial statements.

ANNUAL REPORT 2022-23 155

 AUDITORS’ REPORT (CONSOLIDATED)

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.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit
matters.

We describe these matters in our Auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequence of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Other Matters
(i) We did not audit the financial statements of the wholly owned subsidiary, whose financial statements on standalone
basis reflect net worth, revenue and profit/(loss) after tax as below: Rupees In Lakhs
Particulars* 2022-23 2021-22
Net worth (512) (720)
Revenue 665 484
Profit/(loss) after tax (546) (414)

*We have considered hundred percent of the subsidiary company (3DFT), as it is wholly owned by the Company.

Further, the financial statements of the wholly owned subsidiary company have been audited by other Auditors’ whose
reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far,
as it relates to the amounts and disclosures included in respect of the subsidiary is based solely on the reports of the other
Auditors.

(ii) The Holding Company had migrated to a new accounting software - Ramco System - with effect from April 1, 2021. The
system facilitates audit trail to verify and validate data. As regards the accounting package used by the Subsidiary we have
relied upon the validation of their Auditors.

(iii) Our opinion on the Consolidated Financial Statements and our report on other legal and regulatory requirements
below, are not modified in respect of our reliance on the work done by and the reports of the other Auditors.

ANNUAL REPORT 2022-23 156

 AUDITORS’ REPORT (CONSOLIDATED)

Report on Other Legal and Regulatory Requirements

I. As required by Section 143(3) of the Act, based on our audit we report that:
Ÿ We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

Ÿ In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated
Financial Statements have been kept in so far as it appears from our examination of those books.

Ÿ The reports on the accounts of the Subsidiary and the Branch o ce of the Holding Company audited under
Section 143(8) of the Companies Act by the Other Auditors have been sent to us and have been properly dealt
with by us in preparing this report and such reports does not contain any qualifications or adverse remarks by the
respective Auditors.

Ÿ The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt
with by this Report are in agreement with the relevant books of account maintained for the purpose of
preparation of the Consolidated Financial Statements.

Ÿ In our opinion, the aforesaid Consolidated Financial Statements comply with Ind-AS as specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Ÿ On the basis of written representations received from the Directors as on March 31, 2023 taken on record by the
Board of Directors of the Company and the reports of the Statutory Auditors of the Subsidiary Company
incorporated in India, none of the Directors of the Group incorporated in India is disqualified as on March 31,
2023 from being appointed as a Director in terms of Section 164 (2) of the Act.

Ÿ With respect to the adequacy of internal financial controls over financial reporting and the operating
effectiveness of such controls, refer to our separate Report in ‘Annexure A’ which is based on the Auditor’s reports
of the Company and its subsidiary company incorporated in India. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the internal financial control over financial reporting, for reasons
stated therein.

Ÿ With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, (as amended) in our opinion and to the best of our information and
according to the explanations given to us:

Ÿ (i) The Consolidated Financial Statements disclose the impact of pending litigations on the consolidated
financial position of the Group.

(ii) Provision has been made in the Consolidated Financial Statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long term contracts including derivative
contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company and its subsidiary company incorporated in India

Ÿ (i) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or share premium or any other sources of kind of funds) by the
Holding Company or its Subsidiary company incorporated in India to or in any other persons or entities, including
foreign entities (Intermediaries) with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever (‘ultimate beneficiaries’) by or on behalf of the Holding Company or its Subsidiary Company
incorporated in India or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

ANNUAL REPORT 2022-23 157

 AUDITORS’ REPORT (CONSOLIDATED)

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds have been received
by the Holding Company or its Subsidiary Company incorporated in India, from any persons or entities, including
foreign entities (‘Funding parties’) with the understanding whether recorded in writing or otherwise, that the
Holding Company or its Subsidiary Company incorporated in India shall directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever (‘ultimate beneficiaries’) by or on behalf of the
funding parties or provide any guarantee, security of the like form or on behalf of the ultimate beneficiaries.
Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) of the
Companies (Audit and Auditors) Rules (as amended) contains any material mis-statement.

Ÿ The dividend declared or paid during the year (only by the Holding Company) is in compliance with Section 123
of the Companies Act.

Ÿ In terms of the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India
in terms of Section 143 (11) (Paragraph 3) (sub-clause- xxi), there have been no qualifications or adverse remarks
by the Auditors of the Subsidiary Company.

II. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 (the
“Order”/ “CARO”) issued by the Central Government in terms of Section 143(11) of the Act, to be included in the
Auditor’s report, according to the information and explanations given to us and based on the CARO reports issued by
us for the Company and the Auditors of the Subsidiary, included in the consolidated financial statements of the
Company, to which reporting under CARO is applicable, we report that the Group has taken cognizance of losses
being incurred by the Subsidiary and based on Report of Independent Valuers Projection of Revenue growth, Nil debt
status and Maintenance of schedule payments to Creditors & other Suppliers, status quo was maintained as a going
concern by the Management of 3D Future Technologies Private Limited.
III. In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Group to its Directors during the year is in accordance with the provisions of Section 197 of the Companies
Act, 2013.

For PRAVEEN & MADAN

Chartered Accountants

PRAVEEN KUMAR N
Partner (Membership No: 225884)
Firm Registration no.:011350S
Bengaluru UDIN: 23225884BGVJXX6557
May 29, 2023 Peer Review Certificate No.: 014926

ANNUAL REPORT 2022-23 158

 AUDITORS’ REPORT (CONSOLIDATED)

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in the 'Report on Other Legal and Regulatory Requirements' of our report to the Members of Ador Fontech
Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting

under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (‘the Act’)
In conjunction with our audit of the Consolidated Financial Statements of the Company as of and for the year ended March
31, 2023, we have audited the internal financial controls over financial reporting of Ador Fontech Limited (hereinafter
referred to as the ‘Company’) and its subsidiary company, which are companies incorporated in India, as of that date.

Key Audit Matters (KAM)

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Internal Control Systems of the current period. These matters were addressed in the context of our audit of the
Consolidated Financial Statements as a whole and in forming our opinion thereon.

Key Audit Matters Auditor's Response

Implementation of Enterprise The Holding Company integrated finance and accounts module in the ERP during
Resource Planning (ERP) the financial year 21-22 and the Subsidiary is contemplating to migrate to Microsoft
Dynamics in FY 23-24, of which testing have been duly undertaken. These systems
facilitate audit trail. During the year, substantive checks were carried out in respect
of the accounting package of the Holding Company and in respect of the
Subsidiary, e cacy checks are in progress.

The Group's detective and We tested the design and operating effectiveness of the detective and corrective
corrective control system controls of the Holding Company and have relied on the inferences of the Subsidiary
Company’s Auditors. Based on the same, we found that the systems are effective
enough to detect and correct errors, besides are fairly su cient and appropriate for
the nature and complexities of the business of the Group.
Valuation of retiral benefits We have relied upon the professional expert opinion of the actuarial valuation.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company and its subsidiary company, which are companies incorporated in India, are responsible
for establishing and maintaining internal financial controls based on internal control over financial reporting criteria
established by the respective companies considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (‘the
ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring orderly and e cient conduct of its business, including adherence to the respective
company’s policies, safeguarding of its assets, prevention/detection of frauds and errors, accuracy and completeness of
accounting records and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its
subsidiary company, which are companies incorporated in India, based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘Guidance Note’)
issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section143(10)
of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls.

ANNUAL REPORT 2022-23 159

 AUDITORS’ REPORT (CONSOLIDATED)

Those Standards and the Guidance Note require that we comply with ethical requirements, plan and perform the audit to
obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established
& maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to
obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the Auditor’s judgement, including the assessment of risks of material misstatement of
the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our audit opinion
on the internal financial control system over financial reporting of the Company and its subsidiary company, which are
companies incorporated in India.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting
includes those policies and procedures which (i) pertains to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance
with generally accepted accounting principles and that receipts and expenditures of the company are being made only in
accordance with authorisations of the Management and Directors of the company and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods
are subject to risk that the internal financial control over financial reporting may become inadequate because of changes
in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Company and its
subsidiary company, which are companies incorporated in India, have in all material respects, an adequate internal
financial control system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the
respective companies considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For PRAVEEN & MADAN

Chartered Accountants

PRAVEEN KUMAR N
Partner (Membership No: 225884)
Firm Registration no.:011350S
Bengaluru UDIN: 23225884BGVJXX6557
May 29, 2023 Peer Review Certificate No.: 014926

ANNUAL REPORT 2022-23 160

 ADOR FONTECH LIMITED
SALES AND SERVICE NETWORK

HEAD OFFICE SALES OFFICE

DEALER NETWORK
 PERFORMANCE AT A GLANCE

PROFIT
REVENUE
Rs. 21,716 lakhs
AFTER TAX
Rs. 1,756 lakhs
PBT

EXPENDITURE TAX EXPENSES

Rs. 19,027 lakhs Rs. 933 lakhs

PROFIT
BEFORE TAX
Rs. 2,689 lakhs
FINANCIAL
STATEMENTS
(CONSOLIDATED)
 BALANCE SHEET (CONSOLIDATED)

Rupees In Lakhs
Particulars Note No. As at 31.03.2023 As at 31.03.2022
ASSETS
1. NON-CURRENT ASSETS
Property, plant and equipment 2 2,803 2,921
Intangible assets 123 -
Right of use 9 31
Investments 3 15 15
Deferred tax assets (net) 4 433 584
TOTAL 3,383 3,551
2. CURRENT ASSETS
Inventories 5 2,294 2,350
Financial Assets
(i) Investments 6 1,402 2,015
(ii) Trade receivables 7 3,148 2,821
(iii) Cash and cash equivalents 8 270 72
(iv) Other bank balances 9 3,983 3,822
(v) Loans 10 319 404
Other current assets 11 246 416
Current tax assets (net) 12 527 290
TOTAL 12,189 12,190
TOTAL ASSETS 15,572 15,741
EQUITY AND LIABILITIES
1. EQUITY
Equity share capital 13 700 700
Other equity 14 11,957 11,578
TOTAL 12,657 12,278
2. LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities 15 4 19
Provisions 16 29 40
TOTAL 33 59
CURRENT LIABILITIES
(i) Lease liabilities 17 6 12
(ii) Trade payables 18
Total outstanding due to Micro, small and medium enterprises (MSME) 824 519
Total outstanding due to creditors other than MSME 1,005 1,663
(iii) Other financial liabilities 19 394 397
Other current liabilities 20 491 448
Provisions 21 162 365
TOTAL 2,882 3,404
TOTAL EQUITY AND LIABILITIES 15,572 15,741

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXX6557
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 164

 STATEMENT OF PROFIT AND LOSS (CONSOLIDATED)

Rupees In Lakhs
Particulars Note No. Year ended Year ended
31.03.2023 31.03.2022
1. INCOME
(i) Revenue from operations 22 21,423 20,957
(ii) Other income 23 293 452
TOTAL 21,716 21,409
2. EXPENSES
Cost of materials consumed 24 6,078 4,651
Purchase of stock-in-trade 25 6,195 6,454
Changes in inventories of work-in-progress, finished goods & stock-in-trade 26 27 338
Employee benefit expenses 27 2,866 3,016
Depreciation and amortisation expenses 358 316
Finance cost 28 3 5
Other expenses 29 3,500 3,669
TOTAL 19,027 18,449
3. PROFIT BEFORE TAX 2,689 2,960
4. TAX EXPENSES 30
(i) Current tax 790 1,025
(ii) Deferred tax 143 (198)
TOTAL 933 827
5. NET PROFIT AFTER TAX (3-4) 1,756 2,133
6. OTHER COMPREHENSIVE INCOME 31
Items that will not be reclassified to profit or loss in subsequent periods
Net (loss)/gain on fair market valuation of assets 26 25
Actuarial gains/(losses) on retirement benefits 6 -
Less: Income tax effect on the above (9) (6)
TOTAL 23 19
7. TOTAL COMPREHENSIVE INCOME FOR THE PERIOD (5+6) 1,779 2,152
8. EARNINGS PER EQUITY SHARE 32
Basic and diluted (in Rs.) 5.0 6.1
Face value of equity share (in Rs.) 2.0 2.0
Significant accounting policies 1
Notes to the financial statements 2-60
The accompanying notes 1 to 60 form an integral part of the consolidated financial statements

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXX6557
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 165

 CASH FLOW STATEMENT (CONSOLIDATED)

Rupees In Lakhs
Particulars Year ended Year ended
31.03.2023 31.03.2022
A. CASH FLOW FROM OPERATING ACTIVITIES
NET PROFIT BEFORE TAX AS PER STATEMENT OF PROFIT AND LOSS 2,689 2,960
Add/(Less): Depreciation, amortisation and impairment 358 316
Non operating income including interest income (293) (452)
Finance cost 3 5
Other comprehensive income 32 25
Non cash items (1) 3
OPERATING PROFIT BEFORE CHANGES IN WORKING CAPITAL 2,788 2,857
Adjustments for: Trade receivables (327) (67)
Inventories 56 218
Current investments 613 (443)
Loans provided 85 85
Current tax assets (237) 90
Other current assets 170 (275)
Trade payables (353) 282
Lease liabilities (21) 78
Other financial liabilities (3) -
Other current liabilities 43 214
Current provisions (203) (62)
OPERATING PROFIT AFTER CHANGES IN WORKING CAPITAL 2,611 2,977
Direct taxes paid (net of refund) (790) 1,025
NET CASH FROM OPERATING ACTIVITIES (A) 1,821 1,952
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of PPE, Intangible assets, ROU & CWIP (341) (198)
Other bank accounts (161) (1,173)
Purchase and sale of investments (net) - (192)
Non operating income 293 452
NET CASH FROM INVESTING ACTIVITIES (B) (209) (1,111)
C. CASH FLOW FROM FINANCING ACTIVITIES
Increase/(decrease) in non current liabilities (11) (51)
Finance costs (3) (5)
Dividend paid including tax (1,400) (770)
NET CASH FROM FINANCING ACTIVITIES (C) (1,414) (826)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) 198 15
Opening balance of cash and cash equivalents 72 57
Closing balance of cash and cash equivalents 270 72
COMPONENTS OF CASH AND CASH EQUIVALENTS
Balances with banks in current accounts 270 72

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXX6557
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 166

 EQUITY SHARE CAPITAL
Reporting Period Rupees In Lakhs

Balances at the beginning Changes in equity share Restated balance at the Changes in equity share Balance at the end
of the reporting period capital due to prior period beginning of the current capital during the current of the current reporting
errors reporting period year period

ANNUAL REPORT 2022-23

CURRENT PERIOD
700 - - - 700
PREVIOUS PERIOD
700 - - - 700

EQUITY SHARE CAPITAL

Other Equity As At March 31, 2023 Rupees In Lakhs

Share Equity Reserves and Surplus Other Comprehensive Income (OCI) Money
application component Effective received
Particulars
money of compound Other against TOTAL
Capital Securities Other Retained portion of Revaluation
pending financial items Share
Reserve Premium Reserves Earnings cash flow Surplus
allotment instruments of OCI Warrants
hedges
Balance at the beginning of the - - - - 7,889 3,518 - - 177 - 11,584
current reporting period
Net profit/(loss) for the year - 1,756 1,756
Changes in accounting policy or - - - - - - - - - - -
prior period errors
Restated balance at the beginning - - - - - - - - - - -
of the current reporting period
Total OCI for the current year - - - - - - - - 23 - 23
Dividends - - - - - (1,400) - - - - (1,400)
Transfer from retained earnings - - - - 411 (411) - - - - -
to general reserve
Any other changes (Open bal adj.) - - - - - - - - (6) - (6)
Balance at the end of the current - - - - 8,300 3,463 - - 194 - 11,957
STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED)

reporting period

167
 EQUITY SHARE CAPITAL
Other Equity As At March 31, 2022 Rupees In Lakhs

Share Equity Reserves and Surplus Other Comprehensive Income (OCI) Money
application component Effective received
Particulars
money of compound Other against TOTAL
Capital Securities Other Retained portion of Revaluation
pending financial items Share
Reserve Premium Reserves Earnings cash flow Surplus

ANNUAL REPORT 2022-23

allotment instruments of OCI Warrants
hedges
Balance at the beginning of the - - - - 7,489 2,549 - - 158 - 10,196
current reporting period
Net profit/(loss) for the year - 2,133 2,133
Changes in accounting policy or - - - - - - - - - - -
prior period errors
Restated balance at the beginning - - - - - - - - - - -
of the current reporting period
Total OCI for the current year - - - - - - - - 19 - 19
STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED)

Dividends - - - - - (770) - - - - (770)

Transfer from retained earnings - - - - 400 (400) - - - - -
to general reserve
Any other changes - - - - - - - - - - -
Balance at the end of the current - - - - 7,889 3,512 - - 177 - 11,578
reporting period

168
 STATEMENT OF CHANGES IN EQUITY (CONSOLIDATED)

DETAILS OF PROMOTER’S HOLDING

As at March 31, 2022 As at March 31, 2023 % change
Particulars during the
No. of shares % of total shares No. of shares % of total shares year
PROMOTER
J B Advani and Company Pvt. Ltd. 92,13,301 26.32% 92,13,301 26.32% -
PROMOTER GROUP
Mr. Aditya Tarachand Malkani 15,86,452 4.53% 15,86,452 4.53% -
Mr. Ajit T Mirchandani 1,47,460 0.42% 1,47,460 0.42% -
Ms. Aruna Bhagwan Advani 9,01,000 2.57% 9,01,000 2.57% -
Mr. Deep Ashda Lalvani 39,774 0.12% 39,774 0.12% -
Ms. Michelle Gulu Malkani 83,700 0.24% 83,700 0.24% -
Ms. Ninotchka Malkani Nagpal 7,60,700 2.18% 7,60,700 2.18% -
Ms. Rajbir Tarachand Malkani 5,21,327 1.49% 5,21,327 1.49% -
Mr. Ravin A Mirchandani 11,910 0.03% 11,910 0.03% -
Ms. Reshma Ashda Lalvani 97,000 0.28% 97,000 0.28% -
Ms. Shirin Aditya Malkani 1,81,918 0.52% 1,81,918 0.52% -
Ms. Tania Ajit Mirchandani 1,50,000 0.43% 1,50,000 0.43% -
Ms. Vimla Ashda Lalvani 32,722 0.09% 32,722 0.09% -
Ms. Tanya Halina Advani 1,800 0.01% 1,800 0.01% -
Ms. Gulshan Gulu Malkani - - - - -
TOTAL 1,37,29,064 39.23% 1,37,29,064 39.23% -
PROMOTER OF 3DFT
Ador Fontech Limited 1,12,80,528 100% 97,50,000 100% -

Notes:
(i) Equity Share Capital/ Total number of share
Ador Fontech Limited: 3,50,00,000
3D Future Technologies Private Limited (3DFT): 1,12,80,528

(ii) Percent to total shares: Computed on the total share capital of the respective companies

(iii) 3D Future Technologies Private Limited (3DFT) is the wholly owned subsidiary of Ador Fontech Limited

ANNUAL REPORT 2022-23 169

FORBES ASIA AWARD
Best under a Billion Dollar in the region's
top 200 small and midsize companies
 NOTES TO
THE FINANCIAL
STATEMENTS
(CONSOLIDATED)
 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 1
COMPANY INFORMATION

Holding company
The world has limited supply of mineral resources and depletion rate resulting from continuously improving economic
growth is very high. Reclamation and recycling of vital machinery components, therefore assumes high priority. Ador
Fontech Limited (referred to as ‘ADFL’) is dedicated to the supply of products, services and solutions that help in the
conservation of mineral resources as well as in reducing downtime and inventory costs. For more details about the
Company kindly log on to www.adorfon.com.

Subsidiary company
3D Future Technologies Private Limited (referred to as ‘3DFT’) is an experiential Indian Company promoted by Ador
Fontech Limited, which is registered under the provisions of the Companies Act, 2013 to explore business opportunities in
three dimensional printing to support dental health care industry. Currently, the Company provides aligners and services
related to Orthodontic treatment. For more details about the Company kindly log on to www.3dfuturetechnologies.com.

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

Basis of preparation and compliance with Ind-AS

Ÿ These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter
referred to as the ‘Ind-AS’) as notified under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards)
Amendment Rules, 2016.

Ÿ The financial results of the subsidiary company was approved at the meeting of the Board of Directors of 3DFT on May
22, 2023 and the consolidated results at the meeting of the Board of Directors of Ador Fontech Limited on May 29,
2023. The Chairman, Managing Director & CEO and Company Secretary & CFO have been authorised to execute their
signatures in confirmation of the statements.

Use of estimates and critical accounting judgements

The preparation of financial statements is in conformity with Ind-AS which requires the Management to make estimates,
assumptions and exercise judgement in applying the accounting policies that affect the reported amount of assets,
liabilities and disclosure of contingent liabilities as on the date of financial statements and the reported amounts of
income and expenses during the year.

The Management believes that these estimates are prudent, reasonable and are based upon the Management’s best
knowledge of current events and actions. Actual results could differ from these estimates and differences between actual
results and estimates are recognised in the periods in which the results are known or materialises.

Estimates and underlying assumptions are reviewed on a ongoing basis. Revisions to accounting estimates are recognised
in and from the period in which the estimate gets revised.

This note provides an overview of the areas that involve a higher degree of judgement or complexity and of items which are
more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally
assessed.

ANNUAL REPORT 2022-23 172

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Basis of measurement
The Ind-AS financial statements have been prepared on a going concern basis using historical cost convention and on an
accrual method of accounting, except for certain financial assets and liabilities, which have been measured at fair value as
described below and defined benefit plans which have been measured at actuarial valuation as required by relevant Ind-AS.

FAIR VALUE MEASUREMENT

The Group measures financial instruments at fair value at each Balance Sheet date. Fair value is the price that would be
received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the
measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes
place either:
Ÿ In the principal market for the asset or liability or
Ÿ In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
their asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes in to account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.

Fair value of measurement for disclosure purpose in these financial statements is determined on the above basis, except
for (i) share based payment transactions that are within the scope of Ind-AS 102 (ii) leasing transactions that are within the
scope of Ind-AS 17 and (iii) measurements that have some similarities to fair value, such as net realisable value as per Ind-
AS 2 or value in use as per Ind-AS 36.

The Group uses valuation techniques that are appropriate in the circumstances and for which su cient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as
a whole:

LEVEL 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities. For example: Listed equity
instruments that have quoted market price.

LEVEL 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable. The fair value of financial instruments that are not traded in an active market (for example:
working capital instruments, traded bonds, over the counter derivatives).

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable. This is the case for unlisted equity securities, contingent consideration and indemnification asset.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of nature,
characteristics and risks of the asset or liability and level of fair value hierarchy as explained above.

Functional and presentation currency

These Ind-AS Financial Statements are prepared in Indian Rupee which is the Group’s functional currency and
represented in lakhs.

ANNUAL REPORT 2022-23 173

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

SIGNIFICANT ACCOUNTING POLICIES

The Group has applied the following accounting policies to all periods presented in the Ind-AS Financial Statements.

Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable net of, discounts, volume rebates,
outgoing GST (Goods and Service Tax) and other indirect taxes.

It may be pertinent to note that Goods and Service Tax (GST) is not received by the Group on its own account. Rather, it is
tax collected on value added to the commodity by the seller on behalf of the Government. Accordingly, it is excluded from
the revenue.

Revenue from sales is recognised when all significant risks and rewards of ownership of the commodity sold are
transferred to the customer which generally coincides with delivery. Realisations from sale of by-products are included in
revenue.

Export benefits are accounted on recognition of export sales. Dividend income is recognised when the right to receive
payment is established. Interest income is recognised using effective rate of interest method.

Property, plant and equipment

INTANGIBLE ASSETS
The Group has elected to continue with the carrying value of all of its property, plant and equipment as recognised in the
financial statements as at the transition date to Ind-AS, measured as per the previous GAAP and has used that carrying
value as the deemed cost, pursuant to the exemption under Ind-AS 101 ‘First-time Adoption of Indian Accounting
Standards’.

The Group provides depreciation on all assets reckoned on written down value basis over its useful life, which is in line with
Schedule II of Companies Act, 2013 except (i) Leasehold land which is amortised over the period of lease and/or (ii) Where
the Management opines for a specific useful life based on technical evaluation.

Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs and
maintenance, are normally charged to the statement of profit and loss in the period in which the costs are incurred. Major
inspection and overhaul expenditure is capitalised if the recognition criteria are met.

When significant spare parts of an item of property, plant and equipment have different useful lives, they are accounted for
as separate items (major components) of property, plant and equipment.

When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them
separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the
carrying amount of the plant and equipment as replacement, if the recognition criteria are satisfied. All other repair and
maintenance costs are recognised in the statement of profit and loss as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds
from disposal with the carrying amount of property, plant & equipment and are recognised in other income/other
expenses in the statement of profit and loss. An item of property, plant and equipment and any significant part initially
recognised is de-recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any
gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the statement of profit and loss, when the asset is de-recognised.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.

ANNUAL REPORT 2022-23 174

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

CAPITAL WORK-IN- PROGRESS

Assets in the course of construction are capitalised in the capital work-in-progress account. At the point when an asset is
capable of operating in the manner intended by the Management, the cost of construction is transferred to the
appropriate category of property, plant and equipment. Cost associated with commissioning of an asset is capitalised
when the asset is available for use, but incapable of operating at normal levels until the period of commissioning has been
completed. Revenue generated from production during trial period is credited to the capital work-in-progress.

DEPRECIATION
Assets in the course of development or construction and freehold land are not depreciated.

Other property, plant and equipment are stated at cost less accumulated depreciation and provisions, if any, for
impairment. Depreciation commences when the asset is ready for its intended use. Depreciation is calculated on the
depreciable amount, which is the cost of an asset less its residual value. Depreciation is provided at rates calculated to
write off the cost less estimated residual value, of each asset on a written down value basis over its expected useful life
determined by the Management based on Regulations and Technical estimates, which are as follows:
Description Holding company Subsidiary company
Plant and equipment 15 years 02-15 years
Furniture and fixtures 10 years 10 years
Office equipment 5 years 04-05 years
Electrical installations 10 years 10 years
Lease hold land Over the period of lease Over the period of lease
Other assets As per Companies Act, 2013 As per Companies Act, 2013

Management Useful life of 3D dental printer machine is estimated

Based on requirements
estimates to be eight years

Intangible assets
The Group has elected to continue with the carrying value of all of its Intangible assets as recognised in the financial
statements as at the transition date to Ind-AS, measured as per the previous GAAP and has used that carrying value as the
deemed cost as at the transition date pursuant to exemption provided under Ind-AS 101 ‘First -time Adoption of Indian
Accounting Standards’. The useful lives of intangible assets are assessed as either finite or indefinite. The Group currently
does not have any intangible assets with indefinite useful life. Intangible assets are amortised over the useful economic life
and assessed for impairment, whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset are reviewed at least at the end of each reporting period.
Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the
asset are considered to modify the amortisation period or method, as appropriate and are treated as changes in
accounting estimates. The amortisation expense on intangible assets are recognised in the statement of profit and loss
unless such expenditure forms part of the carrying value of another asset. Gains or losses arising from de-recognition of an
intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset
and are recognised in the statement of profit and loss when the asset is de-recognised.

Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent
regarded as an adjustment to the borrowing costs.

ANNUAL REPORT 2022-23 175

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Investments
Subsidiaries are entities that are controlled by the Company. The Company controls an entity when the Company is
exposed or has rights to variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the investee. Investments in subsidiaries are accounted at cost less impairment, if any

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net
assets of the joint arrangement. Investments in joint ventures are accounted at cost less impairment, if any.

Investments in subsidiary and joint venture are accounted at cost less impairment, if any, in accordance with Ind AS-27.

Title deeds, valuation and verification

In respect of immovable properties owned by the Group, title deeds are held in the name of the Group.

The Group has not undertaken revaluation of properties during the financial year 2021-22.

The Group has undertaken physical verification of inventories during and at the end of the year. No major discrepancies
were noticed.

Investments and financial assets

CLASSIFICATION
The Group classifies its financial assets in the following measurement categories:

Ÿ those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss),
and

Ÿ those measured at amortised cost.

The classification depends on the entity’s business model, for managing the financial assets and the contractual terms of
the cash flows.

For assets measured at fair value, gains and losses will either be recorded in the statement of profit and loss or other
comprehensive income. For investments in debt instruments, this will depend on the business model in which the
investment is held. For investments in equity instruments, this will depend on whether the entity has made an irrevocable
election at the time of initial recognition to account for the equity investment at fair value through other comprehensive
income.

The entity reclassifies debt investments when and only when its business model for managing those assets changes.

MEASUREMENT
At initial recognition, the Group measures a financial asset at its fair value and in the case of a financial asset not at fair value
through profit or loss at transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at fair value are expensed in the profit and loss account.

MEASUREMENT OF DEBT INSTRUMENTS

Subsequent measurement of debt instruments depends on the entity’s business model for managing the asset and the
cash flow characteristics of the asset.

There are three measurement categories into which the Group classifies its debt instruments:

ANNUAL REPORT 2022-23 176

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

(i) Amortised cost : Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is
subsequently measured at amortised cost and is not part of a hedging relationship is recognised in the statement of profit
and loss, when the asset is derecognised or impaired. Interest income from these financial assets is included in finance
income using the effective interest rate method.

(ii) Fair value through other comprehensive income (FVTOCI) : Assets that are held for collection of contractual cash flows
and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are
measured at fair value through other comprehensive income (FVTOCI). Movements in the carrying amount are taken
through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and
losses which are recognised in the statement of profit and loss. When the financial asset is derecognised, the cumulative
gain or loss previously recognised in OCI is reclassified from equity to statement of profit or loss and recognised in other
gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate
method.

(iii) Fair value through profit or loss : Assets that do not meet the criteria for amortised cost or FVTOCI are measured at fair
value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit
or loss and is not part of a hedging relationship is recognised in the statement of profit or loss and presented net in the
statement of profit and loss within other gains/ (losses) in the period in which it arises. Interest income from these financial
assets is included in other income.

IMPAIRMENT OF FINANCIAL ASSETS

The Group assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised
cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables only, the Group applies the simplified approach, permitted by Ind
AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the
receivables.

DE-RECOGNITION OF FINANCIAL ASSETS

A financial asset is derecognised only when:

(i) The Group has transferred the rights to receive cash flows from the financial asset or,

(ii) retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay
the cash flows to one or more recipients.

Cash and cash equivalents

CASH AND BANK BALANCES
Cash and cash equivalents in the Balance Sheet comprise cash at banks in current accounts, cash on hand and cheques
pending deposits.

BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS

Fixed deposits with banks and unclaimed dividend balances (including pending transfers subject to Investor Education
Protection Fund Regulations) are reflected under bank balances other than cash and cash equivalents.

ANNUAL REPORT 2022-23 177

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU’s) fair value less costs of disposal and its
value in use.

Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered as impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.

In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions
can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded companies or other available fair value indicators.

The Group bases its impairment calculation on detailed budgets and forecast calculations. They are prepared separately
for each of the Company to which individual assets are allocated.

Impairment losses of continuing operations including impairment on inventories are recognised in the statement of profit
and loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised
impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s
(Cash generating unit’s) recoverable amount. A previously recognised impairment loss is reversed only if there has been a
change in the assumptions used to determine the asset’s recoverable amount, since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in the prior years. Such reversal is recognised in the statement of profit and loss.

Government Grants
Government grants are recognised, where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic
basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates
to an asset, it is treated as deferred income and released to the statement of profit and loss over the expected useful lives of
the assets concerned. When the Group receives grants of non-monetary assets, the asset and the grant are recorded at fair
value amounts and released to statement of profit and loss over the expected useful life in a pattern of consumption of the
benefit of the underlying asset. When loans or similar assistance are provided by Governments or related institutions, with
an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as a Government
grant. The loan or assistance is initially recognised and measured at fair value and the Government grant is measured as
the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured
as per the accounting policy applicable to financial liabilities.

Inventories
Inventories are valued at the lower of cost and net realisable value except scrap and by products which are valued at net
realisable value.

Costs incurred in bringing the inventory to its present location and condition are accounted for as follows:
Ÿ Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location & condition. Cost is determined on a weighted average basis.

ANNUAL REPORT 2022-23 178

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Ÿ Finished goods, work in progress and traded goods: cost includes cost of direct materials, labour and a proportion of
manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. In effect, they are
valued at ‘Standard Cost’ with differences from actuals posted to variance account(s).

Cost of traded goods includes cost of purchase and other costs incurred in bringing the inventories to the present location
and condition. Cost is determined on a weighted average basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.

Obsolete inventories are identified and written down to net realisable value. Slow moving and defective inventories are
identified and provided at net realisable value.

Taxation
CURRENT INCOME TAX
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date. Current income tax relating to items recognised outside the profit or loss is recognised
either in other comprehensive income or in equity. Management periodically evaluates positions taken in the tax returns
with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions,
where ever it may be appropriate.

DEFERRED TAX
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities are recognised for
all taxable temporary differences except when it is probable that the temporary differences will not reverse in the
foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any
unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can
be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that su cient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset(s) to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date.

Deferred tax relating to items recognised outside the profit or loss is recognised either in other comprehensive income or
in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

MINIMUM ALTERNATE TAX

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of
adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Group will pay
normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future
economic benefit associated with it will flow to the Group.

ANNUAL REPORT 2022-23 179

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Employee benefit schemes

SHORT TERM EMPLOYEE BENEFITS
Employee benefits payable wholly within twelve months of receiving employee services are classified as short term
employee benefits. These benefits include salaries, wages, allowances/perquisites, performance incentives, contribution to
employees’ state insurance corporation (ESIC) which are expected to occur in the next twelve months. The undiscounted
amount of short term employee benefits to be paid in exchange for employee compensation is recognised as an expense
in relation to the service rendered by the employees.

COMPENSATED ABSENCES
Liability on account of compensated absences are based on actuarial valuation and recognised in the Statement of profit
and loss.

POST-EMPLOYMENT BENEFITS

Defined contribution plans- Provident fund and Superannuation Fund

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a
separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions
towards employee provident fund to the Government administered provident fund. The Holding Company also provides
for Superannuation to its select employees (who are outside the ambit of Bonus Act). The Group’s contribution is
recognised as an expense in the Statement of profit or loss during the period in which the employee renders service.

Defined benefit plan -Gratuity

The Group has a defined benefit plan (the ‘Gratuity Plan’). The Gratuity plan provides a lump sum payment to employees
who have completed five years or more of service at retirement, disability or termination of employment, being an amount
based on the respective employee’s last drawn salary and the number of years of employment with the respective
company in the Group.

The Group cause an actuarial valuation of amount to be recognised towards gratuity payable to its employees. Broadly, the
present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government securities that have terms approximating to
the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of
the defined benefit obligation and the fair value of plan assets, if any. This cost is included in employee benefit expense in
the statement of profit and loss.

In case of funded scheme, the liability is defrayed year on year to the fund and in the case of unfunded scheme, the liability
or asset recognised in the Balance Sheet in respect of gratuity plan is the present value of the defined benefit obligation at
the end of the reporting period less the fair value of plan assets, if any.

Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income and not to be reclassified to profit or
loss. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in the Statement of profit and loss as past service cost.

Provision for liabilities, charges, contingent liabilities and contingent

assets
The assessments undertaken in recognising provisions and contingencies have been made in accordance with the
applicable Ind-AS.

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 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Provisions represent liabilities to the Group for which the amount or timing is uncertain. Provisions are recognised, when
the Company in the Group has a present obligation (legal or constructive), as a result of past events and it is probable that
an outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time
value of money is material, provisions are determined by discounting the expected future cash flows to net present value
using an appropriate pre-tax discount rate, that reflects the current market assessments of the time value of money and
where ever appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the statement of profit
and loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best
estimate.

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Group.
Guarantees are also provided in the normal course of business. There are certain obligations which the Management has
concluded, based on all available facts and circumstances, are not probable of payment or are very di cult to quantify
reliably and such obligations are treated as contingent liabilities and disclosed in the notes, but are not reflected as
liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the legal
proceedings in which the Group is involved, it is not expected that such contingencies will have a material effect on its
financial position or profitability.

Contingent assets are not recognised, but disclosed in the financial statements when an inflow of economic benefits is
probable.

Foreign currency transactions

In the financial statements of the Group, transactions in currencies other than the functional currency are translated in to
the functional currency at the exchange rates ruling on the date of the transaction. Monetary assets and liabilities
denominated in other currencies are translated in to the functional currency at exchange rates prevailing on the reporting
date. Non-monetary assets and liabilities denominated in other currencies and measured at historical cost or fair value are
translated at the exchange rates prevailing on the dates on which such values were determined.

All exchange differences are included in the statement of profit and loss except any exchange difference on monetary
items designated as an effective hedging instrument of the currency risk of designated forecasted sales or purchases,
which are recognised in ‘Other Comprehensive Income’.

Dividend
Dividends declared or paid by the Group is in compliance with Section 123 of the Companies Act, 2013.

Earnings per share

The Group presents basic and diluted earnings per share (‘EPS’) data for its equity shares. Basic EPS is calculated by
dividing the profit and loss attributable to equity shareholders of the Group by the weighted average number of equity
shares outstanding during the period. Diluted EPS is determined by adjusting the profit and loss attributable to equity
Shareholders and the weighted average number of equity shares outstanding for the effects of all dilutive potential equity
shares.

Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the ‘Chief operating
decision-maker (CODM)’, who is responsible for allocating resources and assessing performance of the operating
segments.

ANNUAL REPORT 2022-23 181

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Segments are organised based on business which have similar economic characteristics as well as exhibit similarities in
nature of products and services offered, the nature of production processes, the type and class of customer and
distribution methods.
Segment revenue arising from third party customers is reported on the same basis as revenue in the financial statements.
Inter-segment-revenue is reported on the basis of transactions which are primarily market led and are off-setting in nature.
Segment results represent profits before finance charges, unallocated corporate expenses and taxes.

‘Unallocated Corporate Income/Expenses’ include revenue and expenses that relate to initiatives/costs attributable to the
enterprise as a whole and are not attributable to segments.

Leases
Leases are recognised as finance lease whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.

THE GROUP AS A LESSEE

Assets used under finance lease are recognised as property, plant and equipment in the Balance Sheet for an amount that
corresponds to the lower of fair value and the present value of minimum lease payments determined at the inception of
the lease and a liability is recognised for an equivalent amount.

The minimum lease payments are apportioned between finance charges and reduction of the lease liability, so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the
statement of profit and loss.

Rentals payable under operating leases are charged to the statement of profit and loss on a straight-line-basis over the
term of the relevant lease, unless the payments to the lessor are structured to increase in line with expected general
inflation to compensate for the Lessor’s expected inflationary cost increase.

THE GROUP AS A LESSOR

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as
operating lease. Payments received under operating leases are recognised in the Statement of Profit and Loss on a
straight-line-basis over the term of the lease.

Realisation
The Board of Directors of the Group is of the opinion that assets including property, plant & equipment, intangible assets
and non-current-investments are realisable at their carrying amount in the ordinary course of business.

ANNUAL REPORT 2022-23 182

 Note 2 PROPERTY, PLANT AND EQUIPMENT
TANGIBLE ASSETS Rupees In Lakhs

Details Land Land Factory *Office OP*-Land Plant and Electrical Computers Office Furniture Vehicles TOTAL
Freehold Leasehold Buildings Premises component Machinery Installation Equipment & Fixtures
Gross carrying value 730 502 1,100 575 9 1,850 93 303 94 103 567 5,926

ANNUAL REPORT 2022-23

as at April 1, 2022
Additions 9 - 11 - - 24 - 21 19 2 306 392
Deletions - - - - (9) - - (187) - (3) (193) (392)
Gross carrying value 739 502 1,111 575 - 1,874 93 137 113 102 680 5,926
as at March 31, 2023
Accumulated - 16 719 224 - 1,298 85 134 84 88 357 3,005
depreciation as at
April 1, 2022
Depreciation - 5 38 16 - 109 2 56 11 5 61 303
Accumulated - - - - - - - (84) - (3) (98) (185)
depreciation on
deletions
Accumulated - 21 757 240 - 1,407 87 106 95 90 320 3,123
depreciation as at
March 31, 2023
Carrying value 730 486 381 351 9 552 8 169 10 15 210 2,921
as at April 1, 2022
Carrying value 739 481 354 335 - 467 6 31 18 12 360 2,803
as at March 31, 2023
NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

183
 TANGIBLE ASSETS Rupees In Lakhs

Details Land Land Factory *Office OP*-Land Plant and Electrical Computers Office Furniture Vehicles TOTAL
Freehold Leasehold Buildings Premises component Machinery Installation Equipment & Fixtures
Gross carrying value 644 502 1,081 575 9 1,791 93 109 91 102 540 5,537
as at April 1, 2021
Additions 86 - 19 - - 59 - 200 3 1 110 478

ANNUAL REPORT 2022-23

Deletions - - - - - - - (6) - - (83) (89)
Gross carrying value 730 502 1,100 575 9 1,850 93 303 94 103 567 5,926
as at March 31, 2022
Accumulated - 11 681 206 - 1,177 83 92 78 84 372 2,784
depreciation as at
April 1, 2021
Depreciation - 5 38 18 - 123 3 48 7 7 61 310
Accumulated - - - - - (2) (1) (6) (1) (3) (76) (89)
depreciation on
deletions
NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Accumulated - 16 719 224 - 1,298 85 134 84 88 357 3,005

depreciation as at
March 31, 2022
Carrying value 644 491 400 369 9 614 10 17 13 18 168 2,753
as at April 1, 2021
Carrying value 730 486 381 351 9 552 8 169 10 15 210 2,921
as at March 31, 2022

184
 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

INTANGIBLES AND RIGHT OF USE Rupees In Lakhs

Details ERP Software Product TOTAL Right of Use TOTAL
Development

Gross carrying value as at April 1, 2022 21 66 87 38 38

Additions 167 - 167 6 6
Deletions - - - (17) (17)
Gross carrying value as at March 31, 2023 188 66 254 27 27
Accumulated depreciation as at April 1, 2022 21 66 87 7 7
Depreciation 44 - 44 - 11
Accumulated depreciation on deletions - - - - -
Accumulated depreciation as at March 31, 2023 65 66 131 18 18
Carrying value as at April 1, 2022 - - - 31 31
Carrying value as at March 31, 2023 123 - 123 9 9

INTANGIBLES AND RIGHT OF USE Rupees In Lakhs

Details ERP Software Product TOTAL Right of Use TOTAL
Development

Gross carrying value as at April 1, 2021 21 - 21 15 15

Additions 66 - 66 27 27
Deletions - - - (4) (4)
Gross carrying value as at March 31, 2022 87 - 87 38 38
Accumulated depreciation as at April 1, 2021 21 - 21 1 1
Depreciation 66 - 66 6 6
Accumulated depreciation on deletions - - - - -
Accumulated depreciation as at March 31, 2022 87 - 87 7 7
Carrying value as at April 1, 2021 - - - 14 14
Carrying value as at March 31, 2022 - - - 31 31

ANNUAL REPORT 2022-23 185

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 3 NON-CURRENT INVESTMENTS Rupees In Lakhs

As at 31.03.2023 As at 31.03.2022
Particulars Quantity Amount Quantity Amount
(Nos.) (Nos.)

INVESTMENT IN MUTUAL FUNDS (QUOTED & GROWTH FUNDS)

Investments in mutual funds 2,345 15 2,345 15
TOTAL NON-CURRENT INVESTMENTS 2,345 15 2,345 15
Aggregate amount of quoted investments and market value thereof - 15 - 15

Note 4 DEFERRED TAX ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
DEFERRED TAX LIABILITIES ON ACCOUNT OF:
Difference between book and tax balance of fixed assets (314) (179)
Fair market value of increase in investments in mutual funds and actuarial gains (9) (6)
SUB TOTAL (323) (185)
DEFERRED TAX ASSETS ON ACCOUNT OF:
Provision for warranties 69 95
Diminution in the valuation of shares of the joint venture 26 26
Provision for doubtful debts 2 7
Service tax disallowance U/s 43B 37 37
Employee benefits 6 11
Unabsorbed depreciation and losses 616 585
Others - 8
SUB TOTAL 756 769
TOTAL 433 584

Note 5 INVENTORIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Raw materials 823 852
Work-in-progress 91 73
Traded goods 996 1,057
Finished goods 384 368
TOTAL 2,294 2,350

ANNUAL REPORT 2022-23 186

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 6 INVESTMENTS Rupees In Lakhs

As at 31.03.2023 As at 31.03.2022
Particulars Quantity Amount Quantity Amount
(Nos.) (Nos.)

INVESTMENT IN MUTUAL FUNDS (QUOTED)

HDFC mutual fund 24,813 724 41,736 1,424
ICICI mutual fund 13,89,642 676 1,85,870 586
Franklin credit risk fund 8,268 2 21,557 5
TOTAL 14,22,723 1,402 2,49,163 2,015
Aggregate amount of quoted investments and market value thereof - 1,402 - 2,015

Note 7 TRADE RECEIVABLES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
SECURED, CONSIDERED GOOD
Unsecured, considered good 3,148 2,821
Unsecured, considered doubtful 6 26
Less : Provision for doubtful debts (6) (26)
Unsecured and considered bad - 115
Less: Bad debts written off by expensing in the profit and loss account - (115)
TOTAL 3,148 2,821

Note 8 CASH AND CASH EQUIVALENTS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Balances with banks in current accounts 270 71
Cash on hand - 1
TOTAL 270 72

Note 9 OTHER BANK BALANCES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Fixed deposit with banks 3,887 3,726
Balance with banks in unclaimed dividend accounts 96 96
TOTAL 3,983 3,822

ANNUAL REPORT 2022-23 187

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 10 LOANS AND ADVANCES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
UNSECURED, CONSIDERED GOOD
SECURITY DEPOSITS
Deposits-Government departments 144 107
Deposits-Premises 1 5
Deposits-Security, performance and earnest money deposits 164 247
OTHER ADVANCES
Loans and advances to employees 10 45
TOTAL 319 404

Note 11 OTHER CURRENT ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
ADVANCES OTHER THAN CAPITAL ADVANCES
Advance to suppliers 220 327
Prepaid expenses 26 89
TOTAL 246 416

Note 12 CURRENT TAX ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2023
Advance income tax (net of provision for tax) 527 290
TOTAL 527 290

Note 13 EQUITY SHARE CAPITAL Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
AUTHORISED
5,00,00,000 equity shares of Rs. 2 each 1,000 1,000
TOTAL 1,000 1,000
ISSUED, SUBSCRIBED AND PAID-UP
3,50,00,000 equity shares of Rs. 2 each 700 700
TOTAL 700 700

ANNUAL REPORT 2022-23 188

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Reconciliation of number of equity shares outstanding at the

beginning and at the end of the year: Rupees In Lakhs
2022-23 2021-22
Particulars
In Nos. Amount In Nos. Amount
ADOR FONTECH LIMITED
Shares outstanding at the beginning of the year 3,50,00,000 700 3,50,00,000 700
Shares outstanding at the end of the year 3,50,00,000 700 3,50,00,000 700
3D FUTURE TECHNOLOGIES PRIVATE LIMITED
Shares outstanding at the beginning of the year 97,50,000 975 97,50,000 975
Additions during the year 15,30,528 153 - -
Shares outstanding at the end of the year 1,12,80,528 1,128 97,50,000 975

Note: Inter Company capital transactions have been knocked off in Consolidation.

Rights, preferences and restrictions

The Holding Company has only one class of shares, referred to as equity shares having a par value of Rs.2/- per share. Each
holder of equity share is entitled to one vote per share and dividend as may be declared at the Annual General Meeting.

Details of shares in the Company held by each Shareholder holding

more than 5% shares
2022-23 2021-22
Particulars
Number of Percent Number of Percent
Shares held of Holding Shares held of Holding

EQUITY SHARES
J. B. Advani & Co. Private Limited 92,13,176 26.32% 92,13,176 26.32%
Note: Ador Fontech holds hundred percent of equity in 3D Future Technologies Private Limited.

As on the date of the Balance Sheet

(i) The Group has not issued any equity share as fully paid pursuant to contracts without payments being received in cash.

(ii) The Group has not issued any fully paid bonus share.

(iii) The Group also did not buy back any equity share.

Issue/conversion of equity shares

As on the date of the Balance Sheet, the Group has not issued securities like convertible preference shares, convertible
debentures etc. which are convertible in to equity/preference shares.

ANNUAL REPORT 2022-23 189

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 14 OTHER EQUITY Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Securities premium - -
General reserve 8,300 7,889
Retained earnings 3,657 3,689
TOTAL 11,957 11,578

GENERAL RESERVE Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening balance 7,889 7,489
Transferred from surplus in the statement of profit and loss 411 400
Closing balance 8,300 7,889

RETAINED EARNINGS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening balance 3,689 2,707
Net profit / loss for the year 1,756 2,133
Other comprehensive income for the year 23 19
Equity dividend (1,400) (770)
Transfer to general reserve (411) (400)
Closing balance 3,657 3,689

Note 15 NON-CURRENT LEASE LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Ador Powerton Limited - 14
J B Advani & Company Private Limited - 2
Hewlett Packard Financial Services 4 3
TOTAL 4 19

Note 16 NON-CURRENT PROVISIONS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Provision for gratuity 9 13
Provision for compensated absences 20 27
TOTAL 29 40

ANNUAL REPORT 2022-23 190

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 17 LEASE LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Ador Powerton Limited - 3
J B Advani & Company Private Limited 2 3
Hewlett Packard Financial Services 4 6
TOTAL 6 12

Note 18 TRADE PAYABLES Rupees In Lakhs

Outstanding as at March 31, 2023
Particulars Total
Less than 6 months- 1-2 2-3 More than
6 months 1 year years years 3 years
UNDISPUTED
Micro, small and medium enterprises 824 - - - - 824
Others 1,005 - - - - 1,005
DISPUTED
Micro, small and medium enterprises - - - - - -
Others - - - - - -
TOTAL 1,829 - - - - 1,829

Rupees In Lakhs
Outstanding as at March 31, 2022
Particulars Total
Less than 6 months- 1-2 2-3 More than
6 months 1 year years years 3 years
UNDISPUTED
Micro, small and medium enterprises 519 - - - - 519
Others 1,663 - - - - 1,663
DISPUTED
Micro, small and medium enterprises - - - - - -
Others - - - - - -
TOTAL 2,182 - - - - 2,182

Note 19 OTHER FINANCIAL LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Deposit from dealers and employees 298 301
Unclaimed dividends 96 96
TOTAL 394 397

ANNUAL REPORT 2022-23 191

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 20 OTHER CURRENT LIABILITIES Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Statutory liabilties 167 137
Others 324 311
TOTAL 491 448

Note 21 PROVISIONS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
PROVISION FOR EMPLOYEE BENEFITS
Provision for compensated absences (90) (40)
Due to Gratuity trust 21 25
OTHERS
Warranties 231 380
TOTAL 162 365

Note 22 REVENUE FROM OPERATIONS Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
SALE OF PRODUCTS
Manufactured goods (net of taxes) 11,207 9,961
Scrap sales 72 55
Traded goods 7,842 8,674
SERVICES
Job work income 2,302 2,267
TOTAL 21,423 20,957

ANNUAL REPORT 2022-23 192

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 23 OTHER INCOME Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Interest income 241 215
Lease rent received - -
Rental income 25 24
Discount income 19 8
Forex gains and write backs (24) 197
Profit on sale of investments and assets 32 8
TOTAL 293 452

DETAILS OF INTEREST INCOME Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
INTEREST INCOME
Interest on bank deposits 192 163
Others 49 52
TOTAL 241 215

Note 24 COST OF MATERIALS CONSUMED Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Opening stock 852 731
Add: Purchases 6,049 4,772
Less: Closing stock 823 852
TOTAL 6,078 4,651

Note 25 PURCHASE OF STOCK-IN-TRADE Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Welding consumables, equipment, spares and others 6,195 6,454
TOTAL 6,195 6,454

ANNUAL REPORT 2022-23 193

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 26 CHANGES IN INVENTORIES OF WORK-IN-PROGRESS,

FINISHED GOODS AND STOCK-IN-TRADE Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
AT THE BEGINNING OF THE YEAR
Work-in-progress 73 226
Finished goods 368 404
Traded goods 1,057 1,206
SUB-TOTAL (A) 1,498 1,836
AT THE END OF THE YEAR
Work-in-progress 91 73
Finished goods 384 368
Traded goods 996 1,057
SUB-TOTAL (B) 1,471 1,498
TOTAL (A-B) 27 338

Note 27 EMPLOYEE BENEFIT EXPENSES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Salaries, allowances and other benefits 2,347 2,545
Contribution to provident and other funds 318 316
Staff welfare 201 155
TOTAL 2,866 3,016

Note 28 FINANCE COST Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Interest on bank borrowings - 3
Interest on leases 3 2
TOTAL 3 5

ANNUAL REPORT 2022-23 194

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 29 OTHER EXPENSES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Rent 58 149
Insurance 51 23
Rates and taxes 28 92
Consumables and stores 17 17
Power, fuel and utilities 96 87
Security charges 39 29
Product development, fabrication and welding 1,319 1,215
Labour charges 268 186
Books, printing and stationery 15 20
Communication expenses 68 71
Repairs to building 32 65
Repairs to machinery 143 121
Repairs to vehicles 15 7
Legal and professional fees 239 296
Director’s sitting fees 3 2
Travelling and conveyance 529 385
Freight and forwarding 270 278
Sales commission and promotional expenses 193 320
Warranty expenses (65) 63
Audit fees 9 8
Bank and other charges 25 30
Corporate social responsibility 49 39
General expenses 11 13
Bad debts written off 22 76
Software annual maintenance 66 75
Loss on sale of assets - 2
TOTAL 3,500 3,669

ANNUAL REPORT 2022-23 195

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

AUDITORS REMUNERATION Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Statutory audit 6 5
Other services 3 3
TOTAL 9 8

Note: Amount specified above is excluding GST.

CORPORATE SOCIAL RESPONSIBILITY Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Amount required to be spent by the Company during the year 48 38
Amount of expenditure incurred 49 39
Shortfall at the end of the year - -
Total of previous years shortfall - -
BRIEF DETAILS OF CSR ACTIVITIES
Covid care support - 21
Education 18 11
General medical support 14 6
Women empowerment 7 -
Support to the aged and disabled 5 1
Environment sustainability 2 -
Welfare of children including special children 2 -
Sports - Paralympic - Distribution of wheelchairs 1 -
TOTAL 49 39

Note 30 TAX EXPENSES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
CURRENT TAX EXPENSE
Current tax for the year 790 1,025
SUB-TOTAL 790 1,025
DEFERRED TAXES
Changes in deferred tax assets (21) (133)
Changes in deferred tax liabilities 164 (65)
SUB-TOTAL 143 (198)
TOTAL 933 827

ANNUAL REPORT 2022-23 196

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

TAX RECONCILIATION Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Profit before income tax expense 3,257 3,504
Tax on business and other incomes 782 875
Tax on short term capital gains 9 312
Tax effect of amounts which are not deductible
(a) Provision for retirement benefits (16) (17)
(b) Provision for bad debts - (5)
(c) Provision for warranties 15 (95)
(e) Others - (45)
Income tax expenses for the year 790 1,025

Note 31 OTHER COMPREHENSIVE INCOME Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
ITEMS THAT WILL NOT BE RECLASSIFIED TO PROFIT OR LOSS
Increase in the value of investments 26 25
Actuarial gains / (losses) on defined benefit obligations 6 -
Tax impact on the same (9) (6)
TOTAL 23 19

Note 32 EARNINGS PER SHARE Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Profit after tax 1,756 2,133
Number of equity shares 3,50,00,000 3,50,00,000
Earnings per share (EPS) 5.0 6.1

ANNUAL REPORT 2022-23 197

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 33 FAIR VALUE MEASUREMENTS

Fair value of assets and liabilities Rupees In Lakhs
As at 31.03.2023 As at 31.03.2022
Particulars FVTPL FVOCI Amortised Total FVTPL FVOCI Amortised Total
cost cost

FINANCIAL ASSETS-NON-CURRENT
Non-current investments 15 - - 15 15 - - 15
FINANCIAL ASSETS-CURRENT
Investments - 1,402 - 1,402 - 2,015 - 2,015
Trade receivables - - 3,148 3,148 - - 2,821 2,821
Cash and cash equivalents - - 270 270 - - 72 72
Bank balances other than cash - - 3,983 3,983 - - 3,822 3,822
& cash equivalents
Loans and advances - - 319 319 - - 404 404
TOTAL 15 1,402 7,720 9,137 15 2,015 7,119 9,149
FINANCIAL LIABILITIES-CURRENT
Trade payables - - 1,829 1,829 - - 2,182 2,182
Other financial liabilities - - 394 394 - - 397 397
TOTAL - - 2,223 2,223 - - 2,579 2,579

Hierarchy of financial assets liabilities measured at fair value Rupees In Lakhs

As at 31.03.2023 As at 31.03.2022
Particulars
Level 1 Level 3 Level 1 Level 3
FINANCIAL ASSETS-NON-CURRENT
Investments - 15 - 15
FINANCIAL ASSETS-CURRENT
Current investments 1,402 - 2,015 -

Note: During the periods mentioned above, there have been no transfers amongst the levels of hierarchy.
The carrying amounts of trade receivables, cash and bank balances, other bank balances, non-current loans, current
loans, trade payables and other current financial liabilities are considered to be approximately equal to the fair value.

Note 34 FINANCIAL RISK MANAGEMENT

The Company is exposed to risk from its venture in the subsidiary besides credit risk, liquidity risk, commodity risk and
market risks. The Company’s principal financial liabilities comprise deposits, trade and other payables. The main purpose
of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include
current loans, trade and other receivables, cash and cash equivalents that derive directly from its operations. The Company
also holds FVOCI investments in mutual funds. The Company’s Senior Management oversees the management of these
risks and devices ways to mitigate the same.

ANNUAL REPORT 2022-23 198

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Credit risk
The Company is exposed to credit risk from its operating activities primarily in respect of trade receivables.

CREDIT RISK MANAGEMENT

To manage credit risk, the Group follows a policy of providing 30-180 days credit to its domestic customers based on the
nature of the customers. The credit limit policy is established considering the current economic trends of the industry in
which the Group is operating.

It may be pertinent to note that, trade receivables are monitored on a periodic basis for assessing any significant risk of
non-recoverability of dues and provisions are created accordingly.

Details on receivables Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Upto 30 days 1,981 1,543
30-60 days 858 358
60-90 days 114 510
90 days to 6 months 163 399
6 months to 1 year 10 11
1 year to 3 years 25 4
3 year to 5 years 3 2
TOTAL 3,154 2,827
Expected credit loss (6) (6)
Net receivables 3,148 2,821

Liquidity risk
Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable
price. For the Group, liquidity risk arises from obligations on account of financial liabilities – trade payables and other
financial liabilities.

LIQUIDITY RISK MANAGEMENT

The Group's management is responsible for liquidity, funding as well as settlement management. The net liquidity
position is monitored through rolling forecasts on the basis of expected cash flows.

Maturities of non-derivative financial liabilities

As at 31.03.2023 Rupees In Lakhs
Particulars Within 6 months 6 months to 1 year TOTAL
FINANCIAL LIABILITIES - CURRENT
Trade payables-Micro, small and medium enterprises 824 - 824
Trade payables-Others 1,005 - 1,005
Lease liabilities 6 - 6
Other financial liabilities 394 - 394
TOTAL 2,229 - 2,229

ANNUAL REPORT 2022-23 199

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

As at 31.03.2022 Rupees In Lakhs

Particulars Within 6 months 6 months to 1 year TOTAL
FINANCIAL LIABILITIES - CURRENT
Trade payables-MSME 519 - 519
Trade payables-Others 1,663 - 1,663
Lease liabilities 12 - 12
Other financial liabilities 397 397
TOTAL 2,591 - 2,591

Market risk
FOREIGN CURRENCY RISK
The Group is exposed to foreign exchange risk on its receivables and payables which are held in USD, EURO and CNY. The
fluctuation in the exchange rate of INR relative to USD, EURO and CNY may have a material impact on the Group's assets
and liabilities.

FOREIGN CURRENCY RISK MANAGEMENT

In respect of the foreign currency transactions, the Group does not hedge its exposures since the Management believes
that the premium on hedge will off-set escalations as payment to foreign suppliers are structured for short durations and
not beyond ninety days from the date of invoice.

The Group's exposure to foreign currency risks at the end of the reporting period are as under: Rupees In Lakhs
As at 31.03.2023 As at 31.03.2022
Particulars
USD EUR CNY USD EUR CNY
Financial liabilities (451) - 6 (281) (9) (101)
NET EXPOSURE TO FOREIGN CURRENCY RISK (LIABILITIES) (451) - 6 (281) (9) (101)

SENSITIVITY TO FOREIGN CURRENCY RISK

The following table demonstrates the sensitivity to USD, EURO and CNY with all other variables held constant. The below
impact on the Group's profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets
and liabilities as at the date of the Balance Sheet.

As at 31.03.2023 As at 31.03.2022
Currencies Increase Decrease Increase Decrease
by 5% by 5% by 5% by 5%
USD (23) 23 (14) 14
EURO - - (0.5) (0.5)
CNY (0.3) (0.3) (5) 5

Price Risk
Sensitivity As at 31.03.2023 As at 31.03.2022
Impact on profit after tax for 5% increase in NAV 70 101
Impact on profit after tax for 5% decrease in NAV (70) (101)

ANNUAL REPORT 2022-23 200

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 35 CAPITAL MANAGEMENT

The Group’s objectives in managing capital includes:

Ÿ To safeguard its ability to continue as a going concern, so that it can continue to provide returns to its Shareholders and
also benefit other Stakeholders.

Ÿ Maintain an optimal capital structure to reduce the cost of capital.

Apart from trade payables, current and non-current liabilities there are no liabilities subsisting on the Group. The Treasury
Management Team facilitates investment of surplus funds with banks and mutual funds in the best interest of all
Stakeholders.

Dividends Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
EQUITY DIVIDEND
Dividend paid during the year 1,400 770
The Board has recommended dividend of 250 percent which is Rs.5 per Equity Share with total outflow amounting to
Rs.1,750 lakhs.

Note 36 MICRO AND SMALL ENTERPRISES

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days
as at March 31, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises
Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information
available with the Company.

DISCLOSURE REQUIREMENT UNDER MSMED ACT, 2006

Rupees In Lakhs
Particulars As at 31.03.2022 As at 31.03.2021
Principal amount due to suppliers registered under the MSMED Act 824 519
and remaining unpaid as at year end
Interest due to suppliers registered under the MSMED Act and - -
remaining unpaid as at year end
Principal amounts paid to suppliers registered under the MSMED Act, - -
beyond the appointed day during the year
Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under - -
the MSMED Act, beyond the appointed day during the year
Interest paid, under Section 16 of MSMED Act, to suppliers registered under - -
the MSMED Act, beyond the appointed day during the year
Interest due and payable towards suppliers registered under MSMED Act, - -
for payments already made
Further interest remaining due and payable for earlier years - -

ANNUAL REPORT 2022-23 201

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 37 CONTINGENT LIABILITIES, CAPITAL AND OTHER

COMMITMENTS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022

Guarantees (Bank and Corporate) 449 556
Disputed Income tax demand under appeal 502 276
Investments lien marked for facilitating working capital loan to the subsidiary 2 2
Market value of lien marked investments 2 2

Notes
(i) Amount reflected as part of disputed liability pertains to the principal claim.
(ii) Year wise details of income tax demand under appeal: Rupees In Lakhs
Particulars Forum where the case is pending/update As at 31.03.2023 As at 31.03.2022
2013-14 Commissioner (Appeals) 71 71
2014-15 Case closed with order issued for refund - 34
2016-17 Asst. Commissioner 10 10
2018-19 Commissioner (Appeals) 161 161
2021-22 Commissioner (Appeals) 260 -
TOTAL 502 276

(iii) Income Tax Department had raised claim of rupees forty crores for the Assessment year 2021-22. Simultaneously there
was scrutiny assessment in progress which upheld the return of income filed by the Company and confirmed nil demand.
In the intermittent, the Company had filed an Appeal and the Commissioner/National Faceless Assessment Centre has
confirmed that order passed after the scrutiny assessment will subsist. The Company has approached the Department for
negating/deleting the demand being reflected in the Income Tax portal. There was no contingent liability recognised by
the subsidiary. (iv) There are no contingent liabilities in so far as 3D Future Technologies is concerned. (v) While the Holding
Company has no commitments, the Subsidiary has commitment towards lease liabilities (Please refer Note no. 15 and 17).

Note 38 EMPLOYEE BENEFITS

As per Ind-AS 19 disclosure of employee benefits as defined in the Standard are given below:

Brief description of the plans:

The Group has various schemes for employee benefits such as provident fund, gratuity, superannuation besides leave
encashment.

Defined Contribution Plans: Under the defined contribution plans, the Group contributes towards (i) Provident fund
(ii) Superannution and (iii) Employers’ State Insurance Corporation. While the holding company has all three schemes, the
subsidiary as of present does not extend superannuation benefit to its employees.

Defined benefit plans: Under the defined benefit plan, the Group contributes towards employees’ gratuity. While the
amount is funded to a trust by the Holding Company, in respect of the Subsidiary, for the present, it remains unfunded.

Employee welfare benefit: Both companies provide for liability on account of compensated absences.

ANNUAL REPORT 2022-23 202

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Details of contribution made to provident and other funds Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Provident fund 149 136
Employees State Insurance Corporation 3 3
Superannuation fund 121 88
Gratuity 45 28
Leave encashment/ compensated absence - 61
TOTAL 318 316

Note: The Group causes Actuarial Valuation of Gratuity and Leave encashment facilities year on year.

Gratuity
In accordance with the Payment of Gratuity Act of 1972, the Group contributes to a defined benefit plan (the ‘Gratuity
Plan’). The Gratuity Plan provides for lump sum payment to vested employees at retirement, disability or termination of
employment, being an amount based on the respective employee’s last drawn salary and the number of years of
employment with the Group.

While the Holding company has a trust called 'Cosmics Employees Gratuity Trust' and has effected funding based on
actuarial valuation year on year and covers all its employees, the Gratuity scheme of the Subsidiary is unfunded and covers
select employees.

ACTUARIAL VALUATION BASIS AND ASSUMPTIONS Rupees In Lakhs

ADOR FONTECH LIMITED 3DFT PRIVATE LIMITED
Particulars
As at 31.03.2023 As at 31.03.2022 As at 31.03.2023 As at 31.03.2022
Discount rate 7.4% 6.7% 7.5% 7.0%
Salary escalation 8.0% 8.0% 7.5% 7.5%
Mortality rate - Indian Assured Lives Mortality (2012-2014) published by the Institute of Actuaries of India.

CHANGES IN DEFINED BENEFIT OBLIGATION Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening defined benefit obligation 577 537
Current service cost 35 33
Interest on defined benefit obligation 30 23
RE-MEASUREMENTS DUE TO:
Actuarial loss/(gain) arising from change in financial assumptions (14) 13
Actuarial loss/(gain) arising from change in demographic assumptions (5) 5
Actuarial loss/(gain) arising on account of experience changes - 28
Benefits paid (37) (62)
Closing defined benefit obligation 586 577

ANNUAL REPORT 2022-23 203

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

CHANGES IN FAIR VALUE OF PLAN ASSETS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Opening fair value of plan assets 539 506
Employer’s contribution (Outstanding of previous year) 25 42
Return on plan assets 30 23
Remeasurements: Actual return on plan assets less interest on plan assets (24) 30
Benefits paid (33) (62)
Closing fair value of plan assets 537 539

Note: In case of 3D Future Technologies (3DFT) Private Limited gratuity is unfunded and hence no fair value of
assets as at March 31, 2023 and March 31, 2022.

NET LIABILITY Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Defined benefit obligation 586 577
Fair value of plan assets 537 539
Net liability 49 38

LIABILITY EXPENSED AND BALANCE CARRIED FORWARD Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
AMOUNT SET OFF IN THE PROFIT AND LOSS ACCOUNT
Ador Fontech Limited 19 -
AMOUNT CARRIED FORWARD IN THE STATEMENT OF BALANCE SHEET As at 31.03.2023 As at 31.03.2022
Ador Fontech – Amount due to Gratuity Trust – Note no. 21 21 25
3DFT-Non-Current Provision-Note no.16 9 13

CHARGE TO THE STATEMENT OF PROFIT AND LOSS Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Ador Fontech Limited 40 25
3D Future Technologies Private Limited (Current service and interest cost) 5 3
TOTAL 45 28

ANNUAL REPORT 2022-23 204

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

SENSITIVITY ANALYSIS Rupees In Lakhs

ADOR FONTECH LIMITED 3DFT PRIVATE LIMITED
Particulars
As at 31.03.2023 As at 31.03.2022 As at 31.03.2023 As at 31.03.2022
DISCOUNT RATE
Impact of increase in 100/50 bps on DBO (3%) (3.9%) (8.4%) (7.7%)
Impact of decrease in 100/50 bps on DBO 3.4% 4.3% 9.5% 8.6%
SALARY ESCALATION RATE
Impact of increase in 100/50 bps on DBO 3% 4% 9.4% 8.5%
Impact of decrease in 100/50 bps on DBO (2.9%) (3.7%) (8.4%) (7.7%)

Compensated absences Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Defined benefits obligation at the beginning of the year
Add: Expenses related to the current year - 61
Less: Payments made or contribution to the policy account (61) (61)
Defined benefits obligation at the end of the year (61) -

BREAK-UP OF COMPENSATED ABSENCE BENEFITS Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
Non current liability 29 40
Current liability (90) (40)

Note 39 INFORMATION ON THE JOINT VENTURE AND

SUBSIDIARY
The Holding Company had a Malaysian Joint Venture which ceased to exist. The venture was closed as per Malaysian Laws
and at present the Authorised Dealer - HDFC Bank - is in communication with the Reserve Bank of India for closure as per
Indian Laws.

3D Future Technologies Private Limited is the wholly owned subsidiary of Ador Fontech Limited, in which the latter has
infused both Equity and Debt (Inter-corporate-deposits).

ANNUAL REPORT 2022-23 205

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 40 RELATED PARTY TRANSACTIONS

As per IND-AS 24, transactions with related parties as defined in the Accounting Standard are given below:

Names of related parties and description of relationship with the

Company
Particulars Related parties
PROMOTER J B Advani and Company Private Limited
ASSOCIATE COMPANIES Ador Welding Limited
Ador Powertron Limited
Ador Multiproducts Limited
1908 E-Ventures Private Limited
WHOLLY OWNED SUBSIDIARY 3D Future Technologies Private Limited (3DFT)
KEY MANAGEMENT PERSONNEL Mr. A T Malkani - Chairman
Mr. H P Ledwani - Managing Director & CEO
Ms. Geetha D, Company Secretary & CFO
Mr. Sudhir Bahl ( Up to 07.09.22)
Ms. Ashwini Dhaval Gada, Company Secretary (w.e.f. 12.07.22)
RELATED PERSONNEL Ms. Tanya Advani
RELATIVES OF KEY MANAGEMENT PERSONNEL Mrs. Shirin Malkani - W/o Mr. A T Malkani
Mrs. Sunila H Ledwani - W/o. Mr. H P Ledwani
OTHER RELATED PARTIES Life Force Health Systems Private Limited (Upto 07-09-2022)

ANNUAL REPORT 2022-23 206

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Transactions with related parties Rupees In Lakhs

Value of the transactions
Relationship/Names of the related party Description of the nature of transactions
Year ended Year ended
31.03.2023 31.03.2022
(i) ASSOCIATE COMPANIES
J B Advani and Company Private Limited Purchase of capital goods - 3
Dividend paid 369 -
Reimbursements 1 -
License fee paid 5 4
Business support 1 2
Security deposits received (8) -
Rent paid - 32
Ador Welding Limited Purchase of capital goods - 14
Purchase of raw materials 189 147
Purchase of traded goods 187 184
Rent deposit paid 1 -
Sales of products or services (253) (175)
Rent paid 3 3
License fee paid 1 -
Recovery of expenses (4) -
Ador Powertron Limited Loan provided 700 700
Loan repaid (700) (700)
Interest on loans - Income (55) (52)
Purchase of capital goods 18 -
Reimbursements 12 12
License fee paid 10 9
AMC paid 1 1
Website maintenance 41 21
Life Force Health Systems Private Limited Consultancy fee paid - 44
Reimbursements 1 2
Ador Multiproducts Limited Purchase of traded goods 5 4
1908 E- ventures Private Limited Purchase of traded goods 6 7
Lease rent received (1) -
KEY MANAGERIAL PERSONNEL (KMPs) Aggregate of salaries 403 321
RELATED PERSONNEL Remuneration 101 90
RELATIVES OF KMPs Consultancy fee paid 12 4
Rent 25 24

ANNUAL REPORT 2022-23 207

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Balances to related parties Rupees In Lakhs

Particulars As at 31.03.2023 As at 31.03.2022
J B Advani and Company Private Limited - Security deposit 2 2
J B Advani and Company Private Limited - Other liabilities - (6)
Ador Powertron Limited - Receivables - 2
Ador Powertron Limited - (15)
Ador Welding Limited - Receivables 1 -
Ador Powertron Limited - Receivables - 2
Ador Multiproducts - Other financial liabilities - -
Mrs. Shirin A Malkani - 2

Note 41 LEASE ARRANGEMENTS

(i) The Holding Company has entered in to cancellable operating lease with an option to renew in respect of certain o ces
and residential premises. The expenditure incurred thereon has been charged to the Statement of Profit and Loss
Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Lease payments for the year 57 149
Lease tenure 11 months 11 months
Lease amount payable -not later than one year 58 57
Lease amount payable later than one year but not later than five years - -
Lease amount payable later than five years - -

(ii) The Subsidiary has entered into operating lease with two organisations (a) Hewlett Packard (b) J B Advani & Company
Private Limited. The lease agreement with Ador Powertron ceased during the year.

ANNUAL REPORT 2022-23 208

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Details on lease of the Subsidiary Rupees In Lakhs

Name of the party ROU on Addition ROU on Dep. for Accum. Net ROU Lease liabity Interest Lease Lease
01.04.22 31.03.23 the FY Dep. as at Non- Current for the payment rent
(Gross) 2022-23 01.04.23 31.03.23 current year for year period
Hewlett Packard Financial Services 3 - 3 1 1 1 - 1 0.2 1.3 30.11.23
(I) [LN. 5548956949234147IND1]

J B Advani & Company Pvt. Ltd. 7 - 7 3 3 1 - 1 0.4 3.2 30.11.23

Hewlett Packard Financial Services 1 - 1 - - 1 - - 0.1 0.5 28.02.24

(I) [LN. 5548956949INDMBLA1]

Hewlett Packard Financial Services 2 - 2 1 - 1 1 1 0.2 0.8 30.11.24

(I) [LN. 5548956949268815IND2]

Hewlett Packard Financial Services 2 - 2 1 - 1 1 1 0.2 0.9 31.01.25

(I) [LN. 5548956949280643IND3]

Hewlett Packard Financial Services - 3 3 1 - 2 1 1 0.2 0.8 30.06.25

(I) [LN. 5548956949301216IND4]

Hewlett Packard Financial Services - 3 3 - - 3 1 1 0.1 0.5 30.09.25

(I) [LN. 5548956949301220IND5]

TOTAL 15 6 21 7 4 10 4 6 1.4 8.0

Notes: (i) Date format-(DD/MM/YY) (ii) LN.-Lease number (iii) (I)-(India) (iv) Dep.-Depreciation (v) Accum.-Accumulated

Note 42 SEGMENT REPORTING Rupees In Lakhs

FY 2022-23 FY 2021-22
Particulars
ADFL 3DFT Total ADFL 3DFT TOTAL
SEGMENT REVENUE
Operations 20,778 645 21,423 20,477 480 20,957
Other income 424 20 444 566 4 570
TOTAL 21,202 665 21,867 21,043 484 21,527
Inter segment revenue (141) (10) (151) (113) (5) (118)
NET SEGMENT REVENUE 21,061 655 21,716 20,930 479 21,409
SEGMENT RESULTS
Segment results before interest and tax 2,833 (434) 2,399 2,938 (425) 2,513
Interest charges - (3) (3) - (5) (5)
Other income 283 10 293 453 (1) 452
Profit before tax 3,116 (427) 2,689 3,391 (431) 2,960
Tax expenses (954) 21 (933) (960) 133 (827)
Profit after tax 2,162 (406) 1,756 2,431 (298) 2,133
SEGMENT CAPITAL EMPLOYED
Segment assets 17,480 (1,908) 15,572 16,898 (1,157) 15,741
Segment liabilities (2,589) (326) (2,915) (2,929) (534) (3,463)
NET CAPITAL EMPLOYED 14,891 (2,234) 12,657 13,969 (1,691) 12,278
Capital expenditure 363 29 392 463 15 478
Depreciation and amortisation 312 46 358 271 45 316
Note: (i) ADFL-Ador Fontech Limited (ii) 3DFT-3D Future Technologies Private Limited

ANNUAL REPORT 2022-23 209

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 43 DETAILS PERTAINING TO WARRANTIES Rupees In Lakhs

Particulars Year ended Year ended

31.03.2023 31.03.2022
Opening balance 380 335
Add: Provisions during the year (65) 63
Less: Amount defrayed during the year (84) (18)
Closing balance 231 380

Note 44 CONTRACTUAL LIABILITIES

All contractual liabilities connected with business operations of the Group have been appropriately provided for.

Note 45 REALISATIONS
In the opinion of the Board (of both Holding and Subsidiary companies) to the best of their knowledge and belief, the
value on realisation of current assets, loans and advances, will in the ordinary course of business be not less than the
amounts at which they are stated in the Balance Sheet.

Note 46 TRANSFER PRICING

The Management is of the opinion that its transactions are at arm’s length so that the aforesaid legislation will not have any
impact on the financial statements, particularly on the amount of tax expense and that of provision for tax.

Note 47 PREVENTION OF BENAMI TRANSACTIONS AND MONEY

LAUNDERING
As a responsible corporate entity, the Group is committed to preventing and combating illicit financial activities, such as
benami transactions and money laundering. The following measures have been implemented to prevent such activities:

Enhanced compliance framework

(i) The Group has a robust anti-money laundering (AML) policy in place, which outlines the procedures and controls for
identifying and mitigating the risk of money laundering and terrorist financing.

(ii) Employees receive regular training on AML regulations and procedures to ensure their compliance with the policy.

(iii) The Group conducts periodic risk assessments to identify and address potential areas of vulnerability to money
laundering and benami transactions.

Enhanced compliance framework

(i) Our employees receive regular training on AML regulations and procedures to ensure their compliance with the policy.

(ii) We conduct periodic risk assessments to identify and address potential areas of vulnerability to money laundering and
benami transactions.

ANNUAL REPORT 2022-23 210

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Improved due diligence process

(i) The Group has a comprehensive Know Your Customer (KYC) process in place to verify the identity of customers and
their sources of funds.

(ii) The Group conducts enhanced due diligence measures for high-risk-customers and transactions, such as politically
exposed persons and transactions involving offshore entities.

(iii) The Group also monitors customer's transactions to identify any suspicious activities.

Note 48 GENERAL RESERVE

The Board of Ador Fontech Limited has elected to transfer an amount of rupees four hundred and eleven lakhs to the
General reserve for the financial year 2022-23. In the case of Subsidiary no transfer has been effected to the General
reserve.

Note 49 RELATIONSHIP WITH STRUCK OFF COMPANIES

The Group did not have any relationship with struck off companies.

Note 50 UTILISATION OF BORROWED FUNDS & SHARE

PREMIUM
(i) The Group is debt free. (ii) Balance in Share premium account of the Holding Company is Nil and that of the Subsidiary is
rupees five crore and ninety seven lakhs (On account of shares issued to the Holding Company at a premium).

Note 51 UNDISCLOSED INCOME

There were no proceedings initiated against the Group regarding undisclosed income which needs to be disclosed during
the current year.

Note 52 BORROWINGS OBTAINED ON THE BASIS OF SECURITY

The Holding Company has working capital limits sanctioned by the HDFC Bank Limited based on the security of current
assets and fixed deposits. As per the sanction, limits can be swapped between funded and non-funded requirements.

As on March 31, 2023 the Company has availed only bank guarantees and continues to be debt free. Therefore, submission
of statements to the bank is not applicable to the Company.

Further, as regards subsidiary, while it is not borrowing from the bank, credit/overdraft limit of Rs.2 lakhs continues with
the HDFC Bank for any exigency without closure of the account and towards the same, Holding Company has provided
guarantee from out of its mutual fund investments.

Note 53 REGISTRATION AND SATISFACTION OF CHARGES

There is no charge pending for registration either of the Holding or Subsidiary company, beyond the stipulated time
period.

ANNUAL REPORT 2022-23 211

 NOTES TO THE FINANCIAL STATEMENTS (CONSOLIDATED)

Note 54 COMPLIANCE WITH NUMBER OF LAYERS OF

COMPANIES
The Group has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013
read with the Companies (Restriction on number of layers) Rules, 2017.

Note 55 DISCREPANCY IN UTILISATION OF BORROWINGS

As on March 31, 2023 the Group continues to be debt free. Therefore, discrepancy report is not applicable.

Note 56 CRYPTO CURRENCY OR VIRTUAL CURRENCY

The Group has not made any trade in crypto currency or virtual currency during the year.

Note 57 WILFUL DEFAULTERS

The Group has not been declared as wilful defaulter by any bank/financial institution or any other lenders.

Note 58 FINANCIAL RATIOS

Please refer 'Ratio Analysis' - Page numbers 47 and 48.

Note 59 AMOUNT IN THE FINANCIAL STATEMENTS

Amounts in the financial statements are rounded off to the nearest lakh and have been re-grouped whenever necessary.

Note 60 CONSOLIDATION
Details of line wise aggregation of financial statements of the Holding and Subsidiary, have been provided as part of
Snapshot. The same is net of inter-segment-revenue and expenditure.

Full financial statements of the Subsidiary for the year ended March 31, 2023 has been uploaded on the website of the
Company.

For and on behalf of the Board of Directors

A T MALKANI H P LEDWANI GEETHA D
Chairman Managing Director & CEO Company Secretary & CFO
DIN 01585637 DIN 00040629 Bengaluru, May 29, 2023

As per our report of even date attached

For PRAVEEN & MADAN
Praveen Kumar N-Membership No: 225884
Firm Registration no.:011350S
UDIN: 23225884BGVJXX6557
Peer Review Certificate No.: 014926
Bengaluru, May 29, 2023

ANNUAL REPORT 2022-23 212

FIVE YEARS AT A GLANCE-STANDALONE FINANCIAL STATEMENTS

21202
21043
18723

17945
17766

17538
16061

14906
16716

12897
2018-19 2019-20 2020-21 2021-22 2022-23

INCOME EXPENDITURE Rupees In Lakhs

Particulars 2018-19 2019-20 2020-21 2021-22 2022-23
Income 18,723 17,766 14,906 21,043 21,202
Expenditure 16,716 16,061 12,897 17,538 17,945

Rupees In Lakhs
Particulars 2018-19 2019-20 2020-21 2021-22 2022-23
PBT 2,007 1,705 2,009 3,505 3,257
Tax 625 572 738 960 954
PAT 1,382 1,133 1,271 2,545 2,303
2018-19 2019-20 2020-21 2021-22 2022-23

PROFIT BEFORE TAX

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

TAX PROFIT AFTER TAX

ANNUAL REPORT 2022-23 213

FIVE YEARS AT A GLANCE-STANDALONE FINANCIAL STATEMENTS

2018-19 2019-20 2020-21 2021-22 2022-23

SHARE CAPITAL

Rupees In Lakhs
Particulars 2018-19 *2019-20 2020-21 2021-22 2022-23
Share capital 350 700 700 700 700
Earnings per share 7.9 4.3 3.6 7.3 6.6

Notes: (i) Post bonus issue of 1:1, number of equity shares doubled and consequent earnings per share (EPS) (ii) Financial
year 2020-21 was marked by significant lockdowns during Covid.

2018-19 2019-20 2020-21 2021-22 2022-23 2018-19 2019-20 2020-21 2021-22 2022-23

RESERVES & SURPLUS MARKET CAPITALISATION

Rupees In Lakhs
Particulars 2018-19 2019-20 2020-21 2021-22 2022-23
Reserves and surplus 10,865 10,179 11,477 13,269 14,191
Market capitalisation 17,850 9,800 12,950 24,500 30,800

ANNUAL REPORT 2022-23 214

SNAPSHOT OF THE FINANCIAL STATEMENTS OF ADOR FONTECH
LIMITED AND ITS WHOLLY OWNED SUBSIDIARY
Rupees In Lakhs
As at March 31, 2023 As at March 31, 2022
Particulars
ADFL 3DFT TOTAL ADFL 3DFT TOTAL
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 2,698 105 2,803 2,810 111 2,921
Right of use * - 9 9 - 31 31
Intangible assets 111 12 123 - - -
Financial assets
(i) Investments* - 15 15 - 15 15
(ii) Other financial assets - - - - - -
Deferred tax assets (net) (171) 604 433 - 584 584
TOTAL NON-CURRENT ASSETS 2,638 745 3,383 2,810 741 3,551
CURRENT ASSETS
Inventories 2,238 56 2,294 2,274 76 2,350
Financial assets
(i) Trade receivables 3,051 97 3,148 2,755 66 2,821
(ii) Cash and cash equivalents 155 115 270 27 45 72
(iii) Bank balances other than cash and cash 3,978 5 3,983 3,817 5 3,822
equivalents
(iv) Loans* 194 125 319 313 91 404
(v) Investments 1,402 - 1,402 2,015 - 2,015
(vi) Other financial assets - - - - - -
Other current assets 235 11 246 387 29 416
Current tax assets (Net) 527 - 527 290 - 290
TOTAL CURRENT ASSETS 11,780 409 12,189 11,878 312 12,190
TOTAL ASSETS 14,418 1,154 15,572 14,688 1,053 15,741
EQUITY AND LIABILITIES
EQUITY
Equity share capital* 700 - 700 700 - 700
Other equity 14,191 (2,234) 11,957 13,269 (1,691) 11,578
TOTAL EQUITY 14,891 (2,234) 12,657 13,969 (1,691) 12,278
NON-CURRENT LIABILITIES
Lease liabilities* - 4 4 - 19 19
Provisions - 29 29 - 40 40
TOTAL NON-CURRENT LIABILITIES - 33 33 - 59 59
Current liabilities
Financial Liabilities
(i) Trade payables 1,793 36 1,829 2,131 51 2,182
(ii) Lease liabilities* - 6 6 - 12 12
(iii) Other financial liabilities 298 96 394 299 98 397
Other current liabilities 167 324 491 137 311 448
Provisions 160 2 162 362 3 365
TOTAL CURRENT LIABILITIES 2,418 464 2,882 2,929 475 3,404
TOTAL EQUITY AND LIABILITIES 17,309 (1,737) 15,572 16,898 (1,157) 15,741
Notes: * (i) Holding-Subsidiary transactions have been knocked off for the purpose of Consolidation. (ii) ADFL-Ador Fontech
Limited (iii) 3DFT-3D Future Technologies Private Limited (As used across in the Statements).

ANNUAL REPORT 2022-23 215

SNAPSHOT OF THE FINANCIAL STATEMENTS OF ADOR FONTECH
LIMITED AND ITS WHOLLY OWNED SUBSIDIARY
Rupees In Lakhs
Year ended March 31, 2023 Year ended March 31, 2022
Particulars
ADFL 3DFT TOTAL ADFL 3DFT TOTAL
INCOME
Revenue from operations 20,778 645 21,423 20,477 480 20,957
Other income/(Adj.) 283 10 293 453 (1) 452
TOTAL INCOME 21,061 655 21,716 20,930 479 21,409
EXPENSES
Cost of materials consumed 5,844 234 6,078 4,478 173 4,651
Purchase of stock in trade 6,190 5 6,195 6,449 5 6,454
Changes in inventories of finished goods, 26 1 27 338 - 338
stock-in-trade and work-in-progress
Employee benefit expenses 2,541 325 2,866 2,761 255 3,016
Finance cost - 3 3 - 5 5
Depreciation and amortisation cost 312 46 358 271 45 316
Other expenses 3,032 468 3,500 3,242 427 3,669
TOTAL EXPENSES 17,945 1,082 19,027 17,539 910 18,449
PROFIT BEFORE TAX 3,116 (427) 2,689 3,391 (431) 2,960

FORMS
For availing the following Investor Services, kindly send a written request in the prescribed form to the RTA of the Company
-Integrated Registry Management Services either by email to [email protected] or by post-No.30 Ramana Residency
Sampige Road Malleswaram Bengaluru 560 003 Tel: (080) 2346 0815–18 Fax: (080) 2346 0819

TYPE OF HOLDER PROCESS TO BE FOLLOWED

PHYSICAL Form for availing investor services to register PAN, email address, bank details and other Form ISR-1
KYC details or changes / update thereof for shares held in physical mode
Update of signature of the Member Form ISR-2
For nomination as provided in Rule 19 (1) of the Companies (Share capital and debenture) Form SH-13
Rules, 2014
Declaration to opt out of nomination Form ISR-3
Cancellation of nomination by the Holder(s) (along with ISR-3) / Change of Nominee Form SH-14
Form for requesting issue of duplicate certificate and other service requests for shares Form ISR-4
held in physical form
Forms for updating the above details are available at: https://www.adorfon.com/investors-info/forms/
DEMAT Please contact Depository Participant (DP) and register email address and bank account details in the demat
account, as per the process advised by DP.

ANNUAL REPORT 2022-23 216

AUTHORISED DEALERS

217
EXHIBITIONS OVER THE YEARS

218
CELEBRATING YOUNG ACHIEVERS

219
 GLIMPSES OF ANNUAL GENERAL MEETINGS

ANNUAL REPORT 2022-23 220

ADOR FONTECH LIMITED
CIN: L31909KA1974PLC020010
Registered/Corporate Office
Belview 7 Haudin Road Bengaluru 560 042

T: +91 80 2559 6045 / 73 E: [email protected]

www.adorfon.com