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Pricol Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2021

Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2021

1. The above financial results have been reviewed by the Audit Committee and approved by the Board at its meeting held on 26th May, 2021.

2. The Board of Directors at its meeting held on 29th July 2020 have approved the disposal of its Wholly Owned Subsidiary Pricol Espana S.L. Spain along with its subsidiary Pricol Wiping Systems Czech s.r.o, Czech Republic for a consideration of Euro 50,000 net of all liabilities taken over by the buyer. The disposal of the Subsidiaries was completed on 21st August, 2020.

Consequent to the disposal, the working results of these subsidiaries which were included in Continuing Operations in the Consolidated Financial Results upto June 2020 on individual line item basis have been represented under Discontinued Operations.

3. Profit / (Loss) from Discontinued Operations for the year ended 31st March 2021 represents; For Table, kindly refer Corporate Announcements on www.bseindia.com.

4. Profit / (Loss) from Discontinued Operations for the quarter / year ended 31st March 2020 includes the losses of erstwhile subsidiaries.

a. Pricol do Brasil Componentes Automotivos LtdA, Brazil and Pricol Wiping Systems Mexico S.A. de C.V., Mexico which were disposed off on 11th February 2020.

b. Pricol Espana S.L. Spain and Pricol Wiping Systems Czech s.r.o, Czech Republic which were disposed off on 21st August, 2020.

5. The Company's Operations relate to primarily one segment, Automotive Components. Hence, the results are reported under one segment as per the Ind AS 108 - "Operating Segments".

6. A Scheme of Amalgamation between erstwhile Pricol Limited ("Transferor Company") with erstwhile Pricol Pune Limited ("Transferee Company") was sanctioned by Hon'ble High Court of Judicature at Madras and was accounted for during the financial year 2016-17. The Amalgamation was accounted under Purchase Method as per the then prevailing Accounting Standard 14 - "Accounting for Amalgamation", which is different from treatment prescribed under Ind AS 103 - "Business Combination". The intangible assets, including Goodwill represented by Customer relationship and assembled work force, are being amortised over its estimated useful life of 15 years from the appointed date.

7. The Code on Social Security 2020 has been notified in the Official Gazette on 29th September 2020. The effective date from which the changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period in which the said Code becomes effective and the rules framed thereunder are published.

8. a) Pursuant to the authorisation for the further infusion of capital through Rights issue by the Board of Directors of the Company in accordance with the provisions of the Companies Act, 2013 and the applicable Rules prescribed thereunder and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Company had issued 27,084,777 fully paid-up Equity Shares of face value of Rs. 1/- each for cash at a price of Rs. 30/- per Equity Share (including a premium of Rs. 29/- per Equity Share) aggregating to Rs. 8,125.43 lakhs on a rights basis to eligible equity shareholders in the ratio of two Equity Share for every seven fully paid-up Equity Share held on the record date, that is 25th November, 2020. These equity shares were allotted on 25th December 2020.

b) The fresh allotment of equity shares through Rights Issue as stated above has resulted in an increase of equity share capital by Rs. 270.85 Lakhs and securities premium by Rs. 7,854.59 Lakhs.

c) The share issue expenses of Rs. 173.38 Lakhs has been adjusted against securities premium.

d) The net proceeds received from the rights issue amounting to Rs. 8125.43 lakhs were used for the objects stated in the offer document for Rights issue and there are not deviations in end use of the proceeds.

e) The Earnings per share (Basic and Diluted) for the previous periods have been restated for the bonus element in respect of the rights issue in accordance with Ind AS 33.

9. On 26th May 2021, the Board approved the amalgamation of Pricol Wiping System India Limited (“PWSIL”), a Wholly Owned Subsidiary company with its Holding Company, Pricol Limited with effect from 1st April 2021 (“Appointed Date”) by way of a Scheme of Amalgamation, subject to all regulatory approvals.
Upon the Scheme becoming effective, all assets and Liabilities, including reserves of the Transferor Companies shall be recorded in the books of the Transferee Company at their existing carrying values under ‘Pooling of Interest Method’ as described in Appendix “C” of Indian Accounting Standards 103 (“Ind AS 103”), Business Combinations.

10. The figures for the previous periods have been reclassified / regrouped wherever necessary to conform to current period's classification.

11. The figures for the quarter ended 31st March 2021 and 31st March 2020 are the balancing figures between audited figures in respect of the full financial year
and the year to date figures upto the third quarter.