GRANDEUR PRODUCTS LIMITED # 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad - 500033.

GRANDEUR S~ed of life

Date: 8th October, 2018

To, The Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001

Dear Sir(s),

GIN : L 15500TG1983PLG11011 5

Sub: Annual Report for the Financial Year 2017-18

Ref: Scrip Code - 539235

Pursuant to Regulation 34(1) of the SEBI (listing Obligations and Disclosure Requirements)

Regulations, 2015 please find the attached copy of Annual Report for the Financial Year 2017-

18 as approved and adopted by the shareholders at the 35th Annual General Meeting of the

company held on Saturday, 29th September, 2018 at 10:00 A.M. at Marigold Hotel, by and

beside Green Park Hotel, 7-1-25, Greenlands, Begumpet, Hyderabad - 500016.

This is for your information and records.

Thanking You, For Grandeur Products Limited

' -

Tel: +91 404852 6655, E-mail : info@grandeurproducts. in, Web: www.grandeurproducts.com

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ANNUAL REPORT 2017-18

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ANNUAL REPORT 2017-18

Contents Page no

F Board of Directors and Corporate Information 02

F Management Discussion and Analysis Report 04

F Notice of Annual General Meeting (AGM) & Explanatory Statement 08

F Directors’ Report and Annexures 16

F Corporate Governance Report 44

F Auditors’ Report (Standalone) 64

F Standalone Financials 71

F Auditors’ Report (Consolidated) 95

F Consolidated Financials 101

F Proxy Form and Attendance Slip 125

F Route Map for AGM Venue 130

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ANNUAL REPORT 2017-18

Board of Directors DesignationVijay Kumar Deekonda -Chairman & Whole Time DirectorMunnangi Jayaramaprasad -Non-Executive DirectorPoppoppu Lenin Babu -Independent Director (resigned w.e.f. to 05.04.2018)Majeti Venkatasesha Sridhar Kumar -Independent DirectorSridevi Dasari -Independent DirectorRamesh Babu Nemani - Additional (Independent) Director (Appointed w.e.f. 05.04.2018)

BoARD CoMMItteesAudit Committee DesignationRamesh Babu Nemani -ChairmanSridevi Dasari -MemberVijay Kumar Deekonda -Member

nomination and Remuneration Committee DesignationMajeti Venkatasesha Sridhar Kumar -ChairmanRamesh Babu Nemani -MemberSridevi Dasari -Member

stakeholders Relationship Committee DesignationMajeti Venkatasesha Sridhar Kumar -ChairmanRamesh Babu Nemani -Member

Vijay Kumar Deekonda -Member

BoARD oF DIReCtoRs AnD CoMMIttees

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ANNUAL REPORT 2017-18

Registered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033 Phone: 040-48526655 Email: info@grandeurproducts.com

Company Secretary & Compliance Officer: Priyanka Kumari

Chief Financial Officer: Vijay Kumar Deekonda

Share Registrars and Transfer Agents: Venture Capital and Corporate Investments Private Limited. 12-10-167, Bharat Nagar, Hyderabad – 500018. Phone : 040-23818475, Email: info@vccilindia.com

Statutory Auditors: M/s. Ramasamy Koteswara Rao and Co LLP #8-2-293/82/JIII/573/M, 1st Floor, Road No.82, Jubilee Hills, Hyderabad, Telangana-500096

Internal Auditors: M/s SVP & Co., Chartered Accountants Flat No, 201, Nestcon Gayatri, Plot No. 28, Road No. 10, Banjara Hills, Hyderabad-500034.

Secretarial Auditors: Mr. MB Suneel Practicing Company Secretary

Bankers: State Bank of India Axis Bank

Corporate Information

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ANNUAL REPORT 2017-18

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ANNUAL REPORT 2017-18

MAnAGeMent DIsCUssIon & AnALYsIs RePoRt

A. CAUtIonARY stAteMent:

The statements in the “Management Discussion and Analysis Report” describe your Company’s objectives, projections, expectations, estimates or forecasts within the meaning of the applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied herein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

B. oVeRVIeW

After registering GDP growth of over 7 per cent for the third year in succession in 2016-17, the Indian economy is headed for somewhat slower growth, estimated to be 6.5 per cent in 2017- 18, as per first Advance Estimates released by Central Statistics Office. This is slightly lower than the range of 6.5 per cent to 6.75 per cent being currently projected based on recent developments. Even with this lower growth for 2017-18, GDP growth has averaged 7.3 per cent for the period from 2014-15 to 2017-18, which is the highest among the major economies of the world. In addition to the introduction of GST, the year also witnessed significant steps being undertaken towards resolution of problems associated with non-performing assets of the banks, further liberalization of FDI, etc., thus strengthening the momentum of reforms.

At the sectoral level, agriculture and allied activities are estimated to have registered a moderate growth rate of 3.4% for the last fiscal. Agriculture is the primary source of livelihood for about 58 per cent of India’s population. Gross Value Added by agriculture, forestry and fishing is estimated at Rs 17.67 trillion (US$ 274.23 billion) in FY18.

C. InDUstRY stRUCtURe AnD DeVeLoPMent

During 2017-18 crop year, food grain production is estimated at 279.51 million tonnes, as per third advance estimates while rice and wheat production in the country is estimated at 111.52 MT and 98.61 MT, respectively in the same period. Milk production was estimated at 165.4 million tonnes during FY17. Total area in India, sown with rabi crops reached 64.29 million hectares in February 2018.India is the second largest fruit producer in the world. Production of horticulture crops is estimated at record 307.16 million tonnes (MT) in 2017-18 as per second advance estimates.

Total agricultural exports from India grew at a CAGR of 16.45 per cent over FY10-18 to reach US$ 38.21 billion in FY18. In April-May 2018 agriculture exports were US$ 6.43 billion. India is the largest producer, consumer and exporter of spices and spice products. Spice exports from India reached US$ 3.1 billion in 2017-18. Tea exports from India reached a 36 year high of 240.68 million kgs in CY 2017 while coffee exports reached record 395,000 tonnes in 2017-18.

D. oUtLooK

The size, diversity and the overall steady growth of the Seed industry in India offer great potential for the company to proactively adopt strategies to sustain leadership position in the Industry. Also, the company is focused on strengthening the front end and back end business activities with a view to have better visibility of end products in the market place across the spectrum and sustainable sourcing and origination capabilities to capture the value chain. The focus is also targeted towards achieving continuous improvement in products, processes and service offerings to serve our customers. The company is in the processing of adding businesses with diversification to support growth strategy, leverage upstream and downstream strengths and sustain presence in agriculture segments, within the overall product portfolio in agriculture sector.

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ANNUAL REPORT 2017-18

Traditionally, India has been an agrarian economy with livelihood of over 58% of the population still dependent on agriculture despite having just about 20% share in total gross value added (GVA) in FY17 (at current prices). Due to rising contribution from the food processing segment, the Indian food industry is expected to grow at a faster clip with enormous potential through value addition. Indian food processing segment accounts for over 32% of the total food market enjoying higher growth rate. Globally, India ranks sixth in domestic food and grocery market which is dominated by retail.

e. FInAnCIAL ReVIeW

During the financial year, your Company posted a net loss of Rs. 32.10 Lakhs due to the said uncertain market condition. The Company is taking steps to improve the Company’s performance and increase the profitability in the future.The key highlights of the Standalone and Consolidated Financials for the Financial Year ended March 31, 2018 are as under:

Particulars standalone Consolidated

Total Income 71,88,537 11,80,32,452

Profit before Taxation (43,22,738) (3,49,39,040)

Provision for Taxation - 4,29,959

Profit After Tax (32,10,300) (3,25,91,389)

F. InteRnAL ContRoL sYsteMs AnD tHeIR ADeQUACY

The Company has in place adequate and appropriate systems of internal controls commensurate with its size and the nature of its operations and these have broadly withstood the test of time. The systems have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorizations and ensuring compliance of corporate policies.

G. oPPoRtUnItIes AnD tHReAts

Your Company has acquired Tierra Agrotech Private Limited (TAPL) which is established in year 2013 as a technology focus agriculture company. It is engaged in the business of sales, marketing and distribution of Seeds. Currently TAPL is one of the germplasm enriched company in the country, particularly in cotton after acquisition of Monsanto’s India cotton business and Dupont – Pioneers Cotton company Xylem. Your Company will continue to focus on improving the market share present products as well as in launching new products. Your Company’s ability to increase sales will be strengthened by continued focus on offering a wide range of innovative products which will help in gaining market share.

India is expected to achieve the ambitious goal of doubling farm income by 2022. The agriculture sector in India is expected to generate better momentum in the next few years due to increased investments in agricultural infrastructure such as irrigation facilities, warehousing and cold storage. Furthermore, the growing use of genetically modified crops will likely improve the yield for Indian farmers. India is expected to be self-sufficient in pulses in the coming few years due to concerted efforts of scientists to get early-maturing varieties of pulses and the increase in minimum support price.

Rising global population, demographic shifts causing urbanization, increasing demand for food grain, stagnated agricultural land, marginally improving arable land & irrigated land, and depleting water table remain cause of concern for feeding the undernourished and increasing population. Except for the developed countries, open pollinated (OP) seeds are used by farmers which lower the productivity as well as quality of the crop. Hence,

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ANNUAL REPORT 2017-18requirement of quality seeds with characteristics such as suitable for different agro climatic conditions, yield improvement, quality improvement etc. are quintessential. We believe that the rising demand for quality food grain to remain a significant growth driver for seeds sector globally.

H. RIsKs AnD ConCeRns

The performance of the seed industry is heavily dependent on monsoons, pest and disease incidences on crops. Major fluctuations in total rainfall and its distribution affect the crop acreages and overall productivity and have a direct correlation with sales. Over the period industry has become more fragmented which may Affect Company’s profitability. Strong support produce prices and better availability of credit will ease the pressure on the farming community. Tightening regulations can be looked upon as an opportunity by committed enterprises.

Water scarcity has also become a growing issue as water is utilized for potable use and less water is available for farming. Water stress is and will be driven by degeneration of water table caused by usage, shifts in demand for water, and variation in availability of water resources due to climatic changes. During past few years the rate of expansion of area under irrigation is slowing down and it will be imperative to increase area under irrigation to reduce the usage of water by optimally utilizing the natural resource.

I. HUMAn ResoURCes

People are the key assets that are instrumental in driving the company’s performance year on year. Their passion, commitment, sense of ownership and team work has enabled the Company to grow even in unpredictable and uncertain environment. The Company strives to offer a positive, supportive, open and high performance work culture where innovation and risk taking is encouraged.

Further, your Company would like to sincerely appreciate the valuable contribution and support of employees towards the performance and growth of the Company.

For and on behalf of the Board of Directors

sd/- Vijay Kumar Deekonda Chairman & Whole Time Director (DIN:06991267)Date: 5th September, 2018Place: Hyderabad

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ANNUAL REPORT 2017-18

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ANNUAL REPORT 2017-18

GRAnDeUR PRoDUCts LIMIteDRegistered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad,

Telangana-500033 | Tel: 040-48526655 | E-mail: info@grandeurproducts.com |Website: www.grandeurproducts.com|CIN: L15500TG1983PLC110115

notICe oF 35th AnnUAL GeneRAL MeetInG

Notice is hereby given that the 35th Annual General Meeting of the Members of GRANDEUR PRODUCTS LIMITED will be held at 10:00 A.M on Saturday, the 29th day of September 2018 at Marigold Hotel, by and beside Green Park Hotel, 7-1-25, Greenlands, Begumpet, Hyderabad - 500016 to transact the following business:

oRDInARY BUsIness:

1. To receive, consider and adopt Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended March 31, 2018 and the Reports of the Board of Directors and the Statutory Auditors thereon, including Annexures thereto;

2. To appoint a Director in place of Mr. Munnangi Jayaramaprasad (DIN: 03034183), who retires by rotation and being eligible, offers himself for re-appointment, as a “Director” of the Company.

To consider, and if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION:

“ResoLVeD tHAt pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Munnangi Jayaramaprasad (DIN: 03034183) who retires by rotation and being eligible, offers himself for reappointment, be and is hereby re-appointed as a “Director” of the Company.”

sPeCIAL BUsIness:

3. To appoint Mr. Ramesh Babu Nemani (DIN 08089820), as an Independent Director 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 the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules made there under read with Schedule IV to the Act, (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Ramesh Babu Nemani (DIN 08089820), who was appointed as an Additional (Independent) Director of the Company w.e.f. 5th April, 2018 and who holds office only upto the date of this Annual General Meeting and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for Five consecutive years with effect from 29th September, 2018.”

By order of the Board of Directors For Grandeur Products Limited

Place: Hyderabad sd/-Date: 5th September, 2018 Priyanka Kumari Company Secretary & Compliance Officer

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ANNUAL REPORT 2017-18notes:a) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF ON A POLL AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10 (ten) percent of the total share capital of the Company carrying voting rights. A member holding more than 10 (ten) percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person cannot act as a proxy for any other person or shareholder.

The instrument of proxy in order to be effective, should be deposited at the registered office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A proxy form is sent herewith.

Corporate Members intending to send their Authorized Representative(s) to attend the AGM, pursuant to Section 113 of the Act, are requested to send to the Company, a certified true copy of the Board Resolution together with the respective specimen signatures of those representative(s) authorized under the said resolution to attend and vote on their behalf at the AGM. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names shall be entitled to vote.

b) Statement pursuant to Section 102 of the Companies Act, 2013, setting out the material facts concerning each item of Special Business is annexed hereto. Information in respect of the Director seeking re-election as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is included in the statement.

c) The register of members and Share Transfer Books of the Company will remain closed from saturday, 22nd september, 2018 to saturday, 29th september, 2018 both days inclusive.

d) Members are requested to send all their documents and communications pertaining to shares to Venture Capital and Corporate Investments Pvt. Ltd, Share Transfer Agent of the Company at their address 12-10-167, Bharat Nagar, Hyderabad-500018 Telephone No. 040-23818475 /23818476 /23868023, for both physical and demat segments of Equity Shares.

e) Members seeking any information or clarification on the accounts are requested to send queries in writing to the Registered Office of the Company, at least one week before the date of the meeting. Replies will be provided in respect of such written queries at the meeting.

f) Members/Proxies are requested to bring their copies of the Annual Report to the AGM and the Attendance slip duly filled in for attending AGM.

g) Members holding shares in identical order of names in more than one folio are requested to write to the Company’s Registrar and Transfer Agent enclosing their share certificates to enable consolidation of their shareholdings in one folio.

h) Members holding Shares in physical form may write to the Registrar & Share Transfer Agents (RTA) for any change in their address and bank mandates; members having shares in electronic form may inform the same to their depository participants immediately.

i) As part of the “Green Initiative”, the Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to members whose e-mail IDs are registered with the Company or the Depository Participants unless the members have registered their request for a hard copy of the same.

Voting through electronic meansI) In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide to the members the facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by Central Depository Services (India) Limited (CDSL).

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ANNUAL REPORT 2017-18II) The facility for voting through electronic voting system / ballot paper / polling paper shall be made

available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through electronic voting system / ballot paper / polling paper.

III) The members who have cast their vote by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again.

IV) The remote e-voting period commences on Wednesday, 26th september, 2018 at 9.00 A.M. and ends on Friday, 28th september, 2018 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 22nd september, 2018, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

A. the process and manner for remote e-voting are as under:(i) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.(ii) Click on “Shareholders” tab.(iii) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.(iv) Next enter the Image Verification as displayed and Click on Login.(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used.(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department when prompted by the system while e-voting (applicable for both demat shareholders as well as physical shareholders)

1. Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the folio number in the PAN field

2. In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL Letters. Eg. If your name is Ramesh Kumar with Sequence number 1 then enter RA00000001 in the PAN field

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they require to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Bank Details#

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ANNUAL REPORT 2017-18(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolution

contained in this Notice.

(x) Click on the EVSN for the relevant <Grandeur Products Limited> on which you choose to vote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvi) If Demat account holder has forgotten the password, then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Institutional Shareholders

I) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.

II) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com

III) After receiving the login details they have to create a compliance user which should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

IV) The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

V) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.

B. In case of members receiving the physical copy of notice of 35th Annual General meeting by courier (for members whose e-mail ids are not registered with the Company/Depositories):

Please follow all the steps from S.No.(i) to S.No. (xvii) to cast vote

C. General Instructions:

(i) The voting rights of Members shall be in proportion to the shares held by them in the paid up equity share capital of the Company as on 22nd September, 2018.

(ii) Members can opt for only one mode of voting, i.e., either by venue voting or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through venue voting will be treated as invalid.

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ANNUAL REPORT 2017-18(iii) Mrs. N.Vanitha, a Practicing Company Secretary (CP No. 10573) has been appointed as the

Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

(iv) Members who do not have access to e-voting facility have been additionally provided the facility through Ballot Form. They may send duly completed Ballot Form to the Scrutinizer, Mrs. N.Vanitha at the Registered Office of the Company so as to reach on or before the conclusion of the 35th Annual General Meeting or can carry the same to the AGM and deposit in the Ballot Box during the Meeting. Members have the option to request for physical copy of Ballot Form by sending an e-mail to cs@grandeurproducts.in by mentioning their Folio No. / DP ID and Client ID.

(v) The facility for voting through polling paper shall also be made available at the meeting and the members attending the meeting who have not already cast their vote by e-voting shall be able to exercise their right at the meeting.

(vi) The member who cast their vote by e-voting prior to the meeting may also attend the meeting, but shall not be entitled to cast their vote again.

(vii) Priyanka Kumari, Company Secretary and Compliance Officer of the Company will address all the grievances in relation to this annual general meeting including e-voting. Her contact details are Email: cs@grandeurproducts.in Phone No. 040-48526655.

(viii) The Chairman of the meeting shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of the scrutinizer, by use of “Ballot Paper” or “Polling Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

(ix) The Results shall be declared not later than 48 (forty-eight) hours from the conclusion of the AGM. The Results declared along with the Scrutiniser’s Report will be placed on the website of the Company at www.grandeurproducts.com immediately after the Result is declared by the Chairman and will simultaneously be forwarded to BSE Limited where Equity Shares of the Company are listed.

(x) Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e., Saturday, 29th September, 2018.

(xi) Route Map showing directions to reach to the venue of the AGM forms part of the Annual Report as per the requirement of the Secretarial Standards - 2 on “General Meetings.”

By order of the Board of Directors For Grandeur Products Limited

Place: Hyderabad sd/-Date: 5th September, 2018 Priyanka Kumari Company Secretary & Compliance Officer

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ANNUAL REPORT 2017-18eXPLAnAtoRY stAteMent In ResPeCt oF tHe sPeCIAL BUsIness PURsUAnt to seCtIon 102 oF tHe CoMPAnIes ACt, 2013

Item no: 3

In accordance with the provisions of Section 149 read with Schedule III to the Companies Act, 2013, appointment of an Independent Director requires approval of members. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Ramesh Babu Nemani be appointed as an Independent Director of the Company.

The Board of Directors, at its meeting held on 5th April, 2018 has appointed Mr. Ramesh Babu Nemani as an Additional (independent) Director, on the Board of the Company pursuant to the provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules.

Brief resume of Mr. Ramesh Babu Nemani:

Mr. Ramesh Babu Nemani has 19 years’ experience of Teaching, Training and Research in the fields of Corporate Finance, Analysis and Interpretation of Financial Statements, Investment Analysis, Constructing and Maintenance of Portfolio and Wealth Management, Financial Accounting, Cost and Management Accounting and Corporate Finance.

He has also worked as Financial Analyst, advised the clients on Identifying Various Investment opportunities, Analyzing the Investments, Construction and Maintenance of Portfolio and Wealth Management. He also has knowledge of Budget preparation, Application of the Techniques of Cost and Management Accounting in Planning and Execution of various managerial functions.

Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Ramesh Babu Nemani is appointed as an Independent Director of the Company.

Mr. Ramesh Babu Nemani is not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors. The Company has received notices in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Ramesh Babu Nemani for the office of Independent Director of the Company.

The Company has also received declarations from Mr. Ramesh Babu Nemani that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under the Listing Regulations. In the opinion of the Board, Mr. Ramesh Babu Nemani fulfils the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations.

Details of Mr. Ramesh Babu Nemani whose appointment as Independent Director is proposed at Item No. 3, are provided in the “Annexure” to the Notice pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

Except Mr. Ramesh Babu Nemani, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 3.

The Board recommends the Resolution set forth in Item No. 3 for approval of the Members.

By order of the Board of Directors For Grandeur Products Limited

Place: Hyderabad sd/-Date: 5th September, 2018 Priyanka Kumari Company Secretary & Compliance Officer

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ANNUAL REPORT 2017-18Details of Directors seeking appointment/re-appointment at the 35th Annual General Meeting

(Pursuant to Regulation 36(3) of the seBI Listing Regulations) and secretarial standard 2 issued by Institute of Company secretaries of India

Name of Director Ramesh Babu Nemani Munnangi Jayaramaprasad

DIN 08089820 03034183

Date of Birth 04.07.1976 03.12.1984

Age 42 Years 33 Years

Nationality Indian Indian

Date of Appointment 05.04.2018 30.10.2015

Qualifications

Expertise in specific functional area Corporate Finance Business Administration

Number of Board Meetings attended Nil (Mr. Ramesh babu during the Financial Year 2017-18 Nemani is appointed after the 2 Financial Year 2017-18)

Relationship between Directors inter-se* NIL NIL

No. of Shares held in the Company NIL 1089250

Listed entities in which Directorships held NIL NIL

Memberships of the Committees of the NIL NIL Board (includes only Audit Committee and Stakeholders Relationship Committee)

* Under the Companies Act, 2013.

M. Phil in Commerce, MBA (Finance & HR), M. Com(Taxation), M A (English), PG Dip. In Functional English, NCFM Certification in Capital Market

Engineering Graduate in Electronics and Instrumentation & Business Administration in Marketing

16

ANNUAL REPORT 2017-18

17

ANNUAL REPORT 2017-18

DIReCtoRs’ RePoRt

Dear Members,Grandeur Products Limited

The Directors have pleasure to presenting Directors’ Report along with the Audited Financial Statements for Financial Year ended 31st March, 2018.

1. FInAnCIAL ResULts

Your Company’s Standalone and Consolidated performance during the Financial Year 2017-18 as compared with that of the previous Financial Year 2016-17 is summarized below: - (Amount in Rs.)

Particulars standalone Consolidated

2017-18 2016-17 2017-18 2016-17

Total Income 71,88,537 84,73,893 11,80,32,452 -

Profit before Taxation (43,22,738) 70,650 (3,49,39,040) -

Provision for Taxation - 11,442 4,29,959 -

Profit After Tax (32,10,300) 39,599 (3,25,91,389) -

2. PeRFoRMAnCe ReVIeW & CoMPAnY’s stAte oF AFFAIRs:

Your Company’s operations for the year ended 31st March, 2018 resulted in a net loss of Rs. 32.10 Lakhs due to the said uncertain market condition. The Company is in course to review new emerging opportunities for advancement of the Company.

During the year, Your Company has focused on key strategic thrusts to further strengthen its standing in the Indian Seed Sector and market development by acquisitions of businesses and products. As a significant part of its strategical decisio in August, 2017, your company has acquired 100% capital of Tierra Agrotech Private Limited (TAPL).

Further TAPL, has successfully accomplished two major acquisitions in cotton seed industry which are Xylem Seeds Private Limited, (100% owned by Dupont Pioneer USA) and branded Cotton Seed Business from Monsanto India (100% owned by Monsanto Inc, USA). With these acquisitions your Company is continuously focusing for entry into other seed businesses like corn, Hybrid rice and other potential seed businesses to capture market share in Indian seed business.

Your Company together with its subsidiaries has interests in commercializing superior products in major crops like Cotton, Rice, Corn, Pearl Millet, Mustard, Tomato and Pepper.

With the focused approach of growing profitable business, your directors are hopeful for the bright future of the company in the years to come.

3. DIVIDenD:

Your Directors have not recommended any dividend for the Financial Year 2017-18.

18

ANNUAL REPORT 2017-184. ReseRVes:

During the year under review, no amount was transferred to Reserves.

5. sHARe CAPItAL:

As on 31st March, 2018, the paid up Capital of the Company was Rs. 12,61,19,600 (Rupees Twelve Crores Sixty-One Lakhs Nineteen Thousand and Six Hundred) divided into 1,26,11,960 (One Crore Twenty-Six Lakhs Eleven Thousand Nine Hundred and Sixty) Equity Shares of Rs. 10 (Rupees Ten only) each.

6. IssUe oF DeBentURes:

During the year Company issued and allotted 5,00,000, 6% Fully Secured Unlisted Redeemable Non-Convertible Debentures of Rs. 100 each aggregating to Rs. 5.00 Crores under private placement basis.

7. ACQUIstIons DURInG tHe YeAR:

During the year under review your Company was focused in the activities of acquisitions of seed Business and forming joint ventures which are involved in the seed research and development of disruptive technologies and products that may provide significant yield and cost advantages to farmers.

7.1. Acquisition of tierra Agrotech Private Limited (tAPL):

In the year 2017, with the objective to establish itself in the Seed Industry, Grandeur Products Limited (GPL) has acquired Tierra Agrotech Private Limited (TAPL) which is incorporated in the year 2013 as a technology focus agriculture company. It is engaged in the business of Sales, Marketing and Distribution of Seeds.

TAPL is currently one of the germplasm enriched company in the whole country, particularly in cotton after the two major acquisitions in cotton seed industry:

1. Monsanto India (100% owned by Monsanto Inc , USA) Cotton Branded Seed Business. 2. Xylem Seeds Private Limited, (100% owned by Dupont Pioneer USA)

7.2. Acquisition of Branded cotton seed business of Monsanto:

In January 2018, TAPL has completed the acquisition of the branded cotton seed business from Monsanto’s Indian arm Monsanto Holdings Private Limited with a view to scale up its breeding and research programme by integrating the branded cotton seed business and strategically investing to deliver high-yielding cotton hybrids. This acquisition has supplemented the potential by fetching the notable brands like “Deltapine”, “DPL”, “Paras” and others which provide higher yields for farmers resulting in higher productivity and income.

7.3. Acquisition of Xylem seeds Private Limited

TAPL has acquired 100% paid up Capital of Xylem Seeds Private Limited, (100% owned by Dupont Pioneer USA) in March, 2018. Xylem Seeds Private Limited (Originally called as M/s. Nandi Seed Private Limited) established in 1996 was actively engaged in high quality research to develop, cultivate and supply best quality hybrid seeds of Cotton and Bt. Cotton. It developed the best crop management practices and provided Agronomic support and services to help the farmers to increase their crop productivity and profitability through education and training on the scientific methods.

With the above two acquisitions TAPL’s overall market share in the hybrid cotton seed business in the country will rise to 6%.

19

ANNUAL REPORT 2017-18 Our Company targets to scale up its breeding and research programme by integrating the acquired

business to deliver high-yielding cotton hybrids and your company is in constantly thriving to enter into other seed businesses.

8. CHAnGe In tHe nAtURe oF BUsIness, IF AnY

There has been no change in the nature of business of your Company during the Financial Year (F.Y.) 2017-18.

9. DIReCtoRs & KeY MAnAGeRIAL PeRsonneL

9.1. Directors

The Board of Directors of your Company presently comprises of the following Directors:

name of the Director DesignationVijay Kumar Deekonda Chairman and Whole Time DirectorMunnangi Jayaramaprasad Non-Executive DirectorMajeti Venkatasesha Sridhar Kumar Independent DirectorSridevi Dasari Independent DirectorRamesh Babu Nemani Independent Director

At the 34th Annual General Meeting (AGM) of the Company held on 27th September, 2017 following mentioned re-appointments were approved by the members of the Company:

a. Mr. Munnangi Jayaramaprasad who then retired by rotation, being eligible, was re-appointed as “Director” of the Company.

b. Mr. Vijay Kumar Deekonda has been reappointed as Chairman and Whole-Time Director of the company for a further period of Three years with effect from 1st October 2017.

Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Munnangi Jayaram Prasad (DIN 03034183) retires by rotation at the ensuring Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Appointment of Mr. Ramesh Babu nemani:

After the financial year 2017-18, the Board of Directors at their meeting held on 5th April, 2018, had appointed Mr. Ramesh Babu Nemani as an Additional (Independent) Director of the Company after resignation of Mr. Poppoppu Lenin Babu from the directorship of the Company w.e.f. 5th April, 2018. As an Additional director Mr. Ramesh Babu Nemani shall hold office till the 35th Annual General Meeting.

Appropriate resolution for the appointment of Mr. Ramesh Babu Nemani of the as an Independent Director of the Company is being placed for the approval of the members of the Company at the 35th Annual General Meeting for a period of 5 (five) years from the date of his appointment. The Board of Directors of the Company recommend his appointment as an Independent Director of the Company

The details of Directors being recommended for appointment/ re-appointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by

20

ANNUAL REPORT 2017-18

Institute of Company Secretaries of India are contained in the accompanying Notice convening the ensuing 35th Annual General Meeting of the Company.

9.2. KeY MAnAGeRIAL PeRsonneL

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, throughout the Financial Year 2017-18: -

1. Mr. Vijay Kumar Deekonda- Whole Time Director and Chief Financial Officer

2. Ms. Priyanka Kumari – Company Secretary and Compliance Officer

10. BoARD CoMMIttees

The three committees of the Board are Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. Details of composition, terms of reference, number and dates of meetings held for respective committees are given in the Report on Corporate Governance attached to this Report.

11. noMInAtIon AnD ReMUneRAtIon PoLICY On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and

framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

12. DeCLARAtIon BY InDePenDent DIReCtoR(s) AnD Re-APPoIntMent, IF AnY:

In accordance with section 149(7) of the Companies Act, 2013, each independent director has confirmed to the company that he or she meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the Listing Regulations.

13. MeetInGs oF tHe BoARD oF DIReCtoRs DURInG tHe FInAnCIAL YeAR 2017-18:

During the financial year 2017-18, the Board of Directors of the Company, met 7 (Seven) times on 30th May, 2017, 24th August, 2017, 2nd September, 2017, 14th September, 2017, 22nd November, 2017, 14th December, 2017 and 13th February, 2018.

The maximum gap between two Board Meetings did not exceed 120 (one hundred twenty) days.

14. eMPLoYee stoCK oPtIon PLAn/ sCHeMe AnD eMPLoYee stoCK PURCHAse sCHeMe:

The Company has in place 2 (Two) employee benefit plans, namely, Grandeur Employee Stock Option Scheme II, 2016(GPLESOS II, 2016) and the Grandeur Employees Stock Purchase Scheme 2017” (“GPL-ESPS 2017”).

The above schemes/plans are in compliance with the SEBI Regulations. During the year under review, no changes were made in the above said schemes. Details regarding the above mentioned schemes along with their status are annexed as “Annexure- A” and forms part of this report.

21

ANNUAL REPORT 2017-18 Further certificate from Statutory Auditors, with respect to implementation of the above Employee’s

Stock Option Schemes in accordance with SEBI Guidelines and the resolution passed by the Members of the Company, would be placed before the Members at the ensuing AGM.

15. BoARD eVALUAtIon:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2017-18. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

16. stAtUtoRY AUDItoRs:

The members of the company at their Annual General Meeting held on 19th June 2014 approved the appointment of M/s Ramasamy Koteswara Rao and Co LLP Chartered Accountants, (Firm Registration Number 010396S) as the Statutory Auditors of the Company till the conclusion of 36th Annual General Meeting of the Company to be held in calendar year 2019.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March, 2018 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors which requires explanation or comments from the Board.

17. seCRetARIAL AUDItoRs:

The Secretarial Auditor of the Company has conducted the Secretarial Audit for the Financial Year 2017-18, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by the Secretarial Auditor is annexed as “Annexure -B’” and forms part of this report.

The Secretarial Audit Report for the Financial Year ended 31st March, 2018 does not contain any qualification or reservation or adverse remark.

18. MAIntenAnCe oF Cost ReCoRDs:

The maintenance of Cost records as specified by the central government under sub-section (1) of section 148 of the Companies’ act, 2013, is not applicable on our Company.

19. sUBsIDIARIes, AssoCIAtes AnD JoInt VentURes:

19.1. subsidiary Companies:

Your Company has the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the Financial Year 2017-18: -

a. Tierra Agrotech Private Limited: In August, 2017, Your company has acquired 100% paid up capital of Tierra Agrotech Private Limited.

b. Xylem Seeds Private Limited: In March, 2018, Xylem Seeds Private Limited became step down subsidiary of your Company after acquisition of 100% of paid up capital by Tierra Agrotech Private Limited.

22

ANNUAL REPORT 2017-1819.2. Associates and Joint Ventures:

The Company does not have any Associates or Joint Venture Companies in the Financial Year 2017-18. However, TAPL, Wholly Owned Subsidiary of the Company has entered in to a Joint Venture agreement in July, 2017 with IDEN Biotechnology S.L. a Spanish Limited Liability Company organized under the laws of Spain, with its head office located at Cordovilla (Navarra) Spain. Pursuant to the Joint Venture Agreement, a Joint venture company named TIDAS Agrotech Private Limited was incorporated under the laws of Companies Act, 2013 on 9th August, 2017 situated at Hyderabad.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of our Subsidiaries in the Form AOC-1 is annexed and forms part of the Financial Statement. The statement provides the details of performance and financial position of each of the Subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements, audited accounts of all the subsidiaries and other documents attached thereto are available on our website: www.grandeurproducts.com.

20. PARtICULARs oF LoAns, GUARAntees oR InVestMents:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments by the Company under the aforesaid provisions during the Financial Year (F.Y.) 2017-18 have been provided in the Notes to the Standalone Financial Statement.

21. ReLAteD PARtY tRAnsACtIons:

During the Financial Year 2017-18, there are no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Attention of Shareholders is also drawn to the disclosure of transactions with related parties set out in Note No. 1.3 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 a is annexed as “Annexure-C” in Form No. AOC-2 and forms part of this report.

22. DePosIts:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

23. DIsCLosURe As PeR seXUAL HARRAssMent oF WoMen At WoRKPLACe (PReVentIon, PRoHIBItIon AnD ReDRessAL) ACt, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has also constituted an Internal Complaints Committee to address complaints of sexual harassment and to take appropriate action. The Company has not received any complaint on sexual harassment during the year.

24. CoRPoRAte soCIAL ResPonsIBILItY (CsR):

The provisions of Section 135 of the Companies Act, 2013 read with applicable rules related to Corporate Social Responsibility is not applicable to Company for the Financial Year 2017-18.

23

ANNUAL REPORT 2017-1825. VIGIL MeCHAnIsM / WHIstLe BLoWeR PoLICY:

The Board of Directors has adopted the Whistle Blower Policy, which is in compliance with Section 177(10) Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations 2015 to report genuine concerns or grievances.

The Whistle Blower Policy has been posted on the website of the company at www.grandeurproducts.com.

26. RIsK MAnAGeMent:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company’s process and policies for determining risk tolerance and review management’s measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

27. DIReCtoRs’ ResPonsIBILItY stAteMent:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts for the Financial Year 2017-18, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts for the Financial Year 2017-18 on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

28. RePoRtInG oF FRAUDs:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

29. ConseRVAtIon oF eneRGY, teCHnoLoGY ABsoRPtIon, FoReIGn eXCHAnGe eARnInGs AnD oUtGo:

The Information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-D and forms part of this report.

24

ANNUAL REPORT 2017-1830. eXtRACt oF AnnUAL RetURn:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E and forms part of this report.

31. MAnAGeMent DIsCUssIon & AnALYsIs:

Management’s Discussion and analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

32. CoRPoRAte GoVeRnAnCe:

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report.

M/s. Ramasamy Koteswara Rao and Co LLP Chartered Accountants, Hyderabad, have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

33. HUMAn ResoURCes:

The Company’s HR policies and procedures are designed to recruit and retain the best talent to support the operations of your Company and to align the interest of employees with the long term organisational goals.

34. sIGnIFICAnt AnD MAteRIAL oRDeRs PAsseD BY tHe ReGULAtoRs oR CoURts:

During the Financial Year 2017-18, there were no instances of significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

35. MAnAGeRIAL ReMUneRAtIon & ReMUneRAtIon PARtICULARs oF eMPLoYees:

The remuneration paid to Directors and Key Managerial Personnel and the employees of the Company during the Financial Year 2017-18 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as “Annexure - F’” and forms part of this report.

36. MAteRIAL CHAnGes AnD CoMMItMents AFFeCtInG tHe FInAnCIAL PosItIon oF tHe CoMPAnY AFteR 31st MARCH 2018:

36.1. After the Closing of the financial year 2017-18, following material changes took place effecting the financial position of the Company:

Changes in Capital of the Company:

a. The Members of the Company at the Extra Ordinary General Meeting held on 5th May, 2018 given approval for the following resolution:

25

ANNUAL REPORT 2017-18i. Increase in Authorised Share Capital of the Company from Rs. 20.00 Crores to Rs. 25.00

Crores.

ii. Issue of 67,00,000 Equity Shares on preferential basis at the price of Rs. 40 each (including premium of Rs. 30 each) to the non-promoter group.

b. Allotment of Shares

The Board of Directors of the Company has made the following allotments after the closing of financial year 2017-18:

i. Allotment of 67,00,000 Equity Shares at the price of Rs. 40 each (including premium of Rs. 30 each) on preferential basis to the non-promoter group Pursuant to Members’ approval and

ii. Allotment of 30,00,000 Equity Shares at the price of Rs. 20 each (including premium of Rs. 10 each) pursuant to the conversion of 6,00,000 6% Compulsorily Convertible Debentures of Rs.100 each.

Accordingly, post allotment of above equity shares the paid up capital of the Company has increased to Rs. 22,31,19,600 (Rupees Twenty Two Crores Thirty One Lakhs Nineteen Thousand and Six hundred Only) comprising of 2,23,11,960 (Two Crores Twenty Three Lakhs Eleven Thousand Nine Hundred and Sixty) Equity Shares of Rs. 10 each.

36.2. There have been no commitments affecting the financial position of your Company which have occurred between after the financial year 31st March, 2018.

37. CAUtIonARY stAteMent:

Statements in the Director’s Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

38. ACKnoWLeDGeMents:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company’s growth.

Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

For and on behalf of the Board of Directors

sd/- Vijay Kumar Deekonda Chairman & Whole Time Director (DIN:06991267)Date: 5th September, 2018Place: Hyderabad

26

ANNUAL REPORT 2017-18Annexure- A

Details of the options granted under various employee stock option schemes as on March 31, 2018:

A. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-based payments’ issued by ICAI form part of the notes to the financial statements provided in this Annual Report.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘Accounting Standard 20 - Earnings per Share form part of the notes to the financial statements provided in this Annual Report.

C. i. Grandeur employee stock option scheme II, 2016(GPLesos II, 2016) - Details of the scheme:

s.no. Description Grandeur employee stock option scheme II, 2016(GPLesos II, 2016)

1. Date of shareholders’ approval 8th November, 2016

2. Total number of options approved under ESOS. 7,50,000 options

3. Vesting requirements After One year but not later than Two years from the date of grant of such Options.

4. Exercise price or pricing formula The Exercise Price shall be equal to face value of shares i.e. Rs. 10 per Option (or) shall not be less than seventy five percent (75%) of the “Market Price” as per the ESOP Regulations (or ) any other price as decided by the Compensation an Remuneration Committee.

5. Maximum term of options/shares granted. Options granted under this GPLESOS II 2016 would Vest after One year but not later than Two years from the date of grant of such Options.

6. Source of shares (primary, secondary Primary or combination)

7. Variation of terms of options/shares Nil

8. Method used to account for ESOS/ESPS Intrinsic

Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. - Not Applicable as on the date.

27

ANNUAL REPORT 2017-18option movement during the year

s. no. Particulars Details

1. Number of options/shares outstanding at the beginning of the year 7,50,000

2. Number of options/shares granted during the year Nil

3. Number of options forfeited/lapsed during the year* Nil

4. Number of options vested during the year Nil

5. Number of options exercised during the year Nil

6. Number of shares arising as a result of exercise of options Nil

7. Money realized by exercise of options (INR), if scheme is implemented directly by the company Nil

8. Loan repaid by the Trust during the year from exercise price received NA

9. Number of options outstanding at the end of the year 7,50,000

10. Number of options/Shares exercisable at the end of the year 7,50,000

11. Weighted-average exercise NA

12. Weighted-average fair values NA

13. Employee wise details of options granted to NA

a. Key managerial personnel -

b. Any other employee who receive a grant of options in any one year of option amounting to 5% or more of option granted during the year -

c. identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.

A description of the method and significant assumptions used during the year to estimate the fair value of options- Not Applicable as on the date.

ii. Grandeur employees stock Purchase scheme 2017” (“GPL-esPs 2017”)-

In terms of the scheme company has provided loan of Rs. 61,19,600 to Grandeur Products Limited Employees Welfare Trust (GPL Trust) for acquiring the shares of the Company. And subsequently the Company has issued and allotted 6,11,960 Equity Shares of Rs. 10 each to Grandeur Products Limited Employees Welfare Trust (GPL Trust).

The GPL-ESPS 2017 shall be administered by Grandeur Products Limited Employees Welfare Trust (GPL Trust) under the supervision of the Nomination and Remuneration Committee.

28

ANNUAL REPORT 2017-18i. Details of the scheme

s.no. Description Grandeur employee stock option scheme II, 2016(GPLesos II, 2016)

1. Date of shareholders’ approval 25th March, 2017

2. Number of shares issued 7,50,000 ( Out of 7,50,000, 6,11,960 Equity Shares has been allotted to Grandeur Products Limited Employees Welfare Trust on 31st March, 2017)

3. The price at which such shares are issued

4. Lock-in period

ii. the following details regarding allotment made under each esPs, as at the end of the year :

s. no. Particulars Details

1. The details of the number of shares issued under ESPS 7,50,000

2. The price at which such shares are issued 6,11,960

3. Employee wise details of options granted to NA

a. Key managerial personnel -

b. Any other employee who receive a grant of options in any one year of option amounting to 5% or more of option granted during the year -

c. Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants & conversions) of the Company at the time of grant -

Consideration received against the issuance of shares, if scheme is implemented directly by the company Not Applicable

Loan repaid by the Trust during the year from exercise price received No Loan repayment has been received yet.

For and on behalf of the Board of Directors sd/- Vijay Kumar Deekonda Chairman & Whole Time Director (DIN:06991267)

The Purchase Price of the shares shall not be less than the face value of the shares and which may such amount as may be determined by the Board of Trustees of the Trust in consultation with the Board of Directors of the Company and the Nomination and Remuneration Committee of the Company.

The equity shares issued under GPL-ESPS 2017 shall be locked in for a minimum period of one year from the date of allotment as per SEBI Regulations and also as per the provisions of this

Date: 5th September, 2018Place: Hyderabad

29

ANNUAL REPORT 2017-18Annexure-B

seCRetARIAL AUDIt RePoRtFor the Financial year ended 31st March, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration Personnel)

ToThe Members,Grandeur Products LimitedH. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Grandeur Products Limited., (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder.

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. (Not applicable to the company during the audit period).

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. (not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

30

ANNUAL REPORT 2017-18(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

(not applicable to the Company during the audit period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;(not applicable to the Company during the audit period)

(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

vi. Other specifically applicable laws to the Company:

• The Seeds Act, 1966 read with Seeds Rules, 1968.

We have also examined compliance with the applicable clauses of Secretarial Standards issued by the institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above save and except the following:

• During the period under review the company has convened an Extra Ordinary general meeting on 18th September, 2017 for the issuance and allotment of Debentures to Non promoters. The Shareholders of the company has approved the same and the Company has allotted 5,00,000 Secured Redeemable Unlisted Non-Convertible Debentures of Rs.100 each to the holders. The Company has not intimated the notice and outcome of the said meeting to BSE Ltd.

We 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 during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule 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 meeting.

• All the decisions at the Board Meetings and Committee Meetings have been carried out unanimously as recorded in the Minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We 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.

• During the year under review, the company has acquired 100% stake of M/s. Tierra Agrotech Private Limited, thereby making it a wholly owned subsidiary company. Further, M/s. Tierra Agrotech Private Limited have acquired 100% stake of M/s. Xylem Seeds Private Limited thereby making it a wholly owned subsidiary company.

Sd/- MB suneel Practicing Company Secretary C.P. No.14449Place: HyderabadDate: 5th September, 2018

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure I’ and forms an integral part of this report.

31

ANNUAL REPORT 2017-18 ‘Annexure I’

ToThe Members,Grandeur Products LimitedH. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We 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. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Sd/- MB suneel Practicing Company Secretary C.P. No.14449

Place: HyderabadDate: 5th September, 2018

32

ANNUAL REPORT 2017-18

Annexure-C

Form no. AoC-2Particulars of contracts/arrangements entered into by the Company with Related Parties

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: The Company has not entered into any contract/arrangement/transaction with its related parties which are not in ordinary course of business or at arm’s length during FY 2017-18.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

For and on behalf of the Board of Directors

sd/- Vijay Kumar Deekonda Chairman and Whole Time Director (DIN:06991267)Date: 5th September, 2018Place: Hyderabad

33

ANNUAL REPORT 2017-18Annexure-D

ConseRVAtIon oF eneRGY, ReseARCH AnD DeVeLoPMent, teCHnoLoGY ABsoRPtIon, FoReIGn eXCHAnGe eARnInGs AnD oUtGo

((Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

A. Conservation of energy:

i. The steps taken or impact on conservation of energy– Nil

ii. The steps taken by the company for utilizing alternate sources of energy – Nil

iii. The capital investment on energy conservation equipments – Nil

B. technology Absorption:

i. the efforts made towards technology absorption- Nil

ii. The benefits derived like product improvement, cost reduction, product development or import Substitution-Nil

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) Technology imported - Nil

b) Year of import - Nil

c) Whether the technology been fully absorbed - NA

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof – NA

iv. The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and out go: During the year there were no Foreign Exchange Earnings and out go.

For and on behalf of the Board of Directors sd/- Vijay Kumar Deekonda Chairman and Whole Time Director (DIN:06991267)Date: 5th September, 2018Place: Hyderabad

34

ANNUAL REPORT 2017-18 Annexure-eFoRM no. MGt-9

eXtRACt oF AnnUAL RetURnAs on financial year ended on 31.03.2018

[Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management & Admin-istration) Rules, 2014.]

I. ReGIstRAtIon & otHeR DetAILs:

1. CIN L15500TG1983PLC1101152. Registration Date 03/01/19833. Name of the Company Grandeur Products Limited4. Category/Sub-category Company Limited by Shares/ of the Company Indian Non-Government Company.5. Address of the Registered office H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, & contact details Kavuri Hills, Madhapur, Hyderabad, Telangana-500033 Contact no.-040-48526655 Email id: info@grandeurproducts.com Website: www.grandeurproducts.com6. Whether listed company Yes. 7. Name, Address & contact details of the Venture Capital And Corporate Registrar & Transfer Agent, if any. Investments Private Limited 12-10-167, Bharat Nagar, Hyderabad, Telangana 500018 Contact no.-040-23818475, Fax No.-040-23868024 Email id: info@vccilindia.com

II. PRInCIPAL BUsIness ACtIVItIes oF tHe CoMPAnY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main NIC Code of the % to total turnover products / services products / services of the company

1 Sale of Cotton Seeds 6810 100%

35

ANNUAL REPORT 2017-18III. PARtICULARs oF HoLDInG, sUBsIDIARY AnD AssoCIAte CoMPAnIes -

Sl. Name and CIN/GLN Holding/ % of shares ApplicableNo. Address of Subsidiary/ held Section The Company Associate

1 Tierra Agrotech Private Limited U01119TG2013PTC090004 Subsidiary 100.00 Section Registered Office: Company 2(87)(ii) H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

2. Xylem Seeds Private Limited U51101TG1996PTC024214 Subsidiary 100.00 Section Registered Office: 6-3-347-22/2, Company Shareholding 2(87)(ii) Flat No.9, 4th Floor, (Step Down held by Tierra Iswarya Nilayam, Subsidiary) Agrotech Dwarakapuri Colony, Punjagutta, Private Hyderabad, Telangana- 500082 Limited

36

ANNUAL REPORT 2017-18IV. sHARe HoLDInG PAtteRn (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise share HoldingCategory of No. of Shares held at the No. of Shares held at the % ChangeShareholders beginning of the year end of the year during the year Demat Physical Total % of Demat Physical Total % of Total Total Shares SharesA. Promoters (1) Indian a) Individual/ HUF 3195000 0 3195000 25.33 3195000 0 3195000 25.33 -b) Central Govt 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0d) Bodies Corp. 0 0 0 0 0 0 0 0 0e) Banks / FI 0 0 0 0 0 0 0 0 0f) Any other 0 0 0 0 0 0 0 0 0sub total (A) (1) 3195000 0 3195000 25.33 3195000 0 3195000 25.33 -(2) Foreign

(a) Individuals ( Non-Resident Individuals/ Foreign Individuals) 0 0 0 0 0 0 0 0 0 (a) Bodies Corporate 0 0 0 0 0 0 0 0 0(b) Institutions 0 0 0 0 0 0 0 0 0(c) Qualified Foreign Investors 0 0 0 0 0 0 0 0 0sub total (A) (2) 0 0 0 0 0 0 0 0 0total shareholding of Promoter and Promoter Group (A) = (A)(1)+(A)(2). 3195000 0 3195000 25.33 3195000 0 3195000 25.33 -B. Public shareholding 1. Institutions 0 0 0 0 0 0 0 0 0a) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks / FI 0 0 0 0 0 0 0 0 0c) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capital Funds 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIs 0 0 0 0 0 0 0 0 0 h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0 sub-total (B)(1):- 0 0 0 0 0 0 0 0 02. non-Institutions a) Bodies Corp. 0 0 0 0 0 0 0 0 0i) Indian 4149300 5430 4154730 32.94 4088524 5430 4093954 32.46 (0.48)ii) Overseas 0 0 0 0 0 0 0 0 0b) Individuals i) Individual shareholders holding nominal share capital up to Rs. 2 lakh 54115 106470 160585 1.27 134730 106470 241200 1.91 0.64ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 4157990 322800 4480790 35.53 4428870 39600 4468470 35.43 (0.10)

37

ANNUAL REPORT 2017-18 Category of No. of Shares held at the No. of Shares held at the % ChangeShareholders beginning of the year end of the year during the year Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares(c) others (specify) Grandeur Products Limited Employees Welfare Trust 611960 0 611960 4.85 611960 0 611960 4.85 - Clearing Member 8895 0 8895 0.07 1376 0 1376 0.01 (0.06) sub-total (B)(2):- 8982260 434700 9416960 74.67 9265460 151500 9416960 74.67 - total Public shareholding (B)=(B)(1)+ (B)(2) 8982260 434700 9416960 74.67 9265460 151500 9416960 74.67 - C. shares held by Custodian for GDRs & ADRs - - - - - - - - - Grand total (A+B+C) 12177260 434700 12611960 100.00 12460460 151500 12611960 100.00 -

ii. shareholding of Promoters:S Shareholders No. of Shares held at the No. of Shares held at the % ChangeNo Name beginning of the year end of the year during the year No. of Shares % of total %of Shares No. of Shares % of total %of Shares Shares of Pledged / Shares of Pledged / the company encumbered the company encumbered to total shares to total shares

1 Visweswara Rao K 2005750 15.90 0 2005750 15.90 0 -

2 Jayaram Munnangi 1089250 8.64 0 1089250 8.64 0 -

3 Sai Charan N 100000 0.79 0 100000 0.79 0 -

total 3195000 25.33 0 3195000 25.33 0 -

iii) Change in Promoters’ shareholding (please specify, if there is no change)SN Particulars Shareholding at the Cumulative Shareholding beginning of the year during the year No. of shares % of total No. of shares % of total shares of the shares of the company company1 Visweswara Rao K At the beginning of the year 2005750 15.90 Allotment on 16.07.2016 2005750 15.90 2005750 15.902 Jayaram Munnangi At the beginning of the year 1089250 8.64 At the end of the year 1089250 8.64 1089250 8.643 Sai Charan N At the beginning of the year 100000 0.79 At the end of the year 100000 0.79 100000 0.79

38

ANNUAL REPORT 2017-18iv) shareholding Pattern of top ten shareholders:(other than Directors, Promoters and Holders of GDRs and ADRs):

SN Name of Shareholder Shareholding at the Date Increase / Reason Cumulative beginning of the year Decrease Shareholding

No. of % of total No. of % of total shares shares shares shares of the of the company company

1 Adhbutham Business 2300000 18.24 - - Nil 2300000 18.24 Solutions Private Limited movement (previously known as Kensium during Business Solutions Private Limited) the year

2 Task People Food And 1743100 13.82 - - Nil 1743100 13.82 Services Private Limited movement during the year

3 Mohan Krishna B. 1000000 7.92 - - Nil 1000000 7.92 movement during the year

4 Grandeur Products Limited 611960 4.85 - - Nil 611960 4.85 Employees Welfare Trust movement during the year

5 Satish Kumar Tondapu 446190 3.54 - - Nil 446190 3.54 movement during the year

6 Challa Rajendra Prasad 350000 2.72 - - Nil 350000 2.72 movement during the year

7 Challa Srishant 350000 2.72 - - Nil 350000 2.72 movement during the year

8 Challa Soumya 350000 2.72 - - Nil 350000 2.72 movement during the year

9 Challa Shantha 350000 2.72 - - Nil 350000 2.72 movement during the year

10 J. N. Bhushan 248800 1.78 - - Nil 248800 1.78 movement during the year

39

ANNUAL REPORT 2017-18v) shareholding of Directors and Key Managerial Personnel:

SN Name of Shareholder Shareholding at the Date Increase / Reason Cumulative beginning of the year Decrease Shareholding

No. of % of total No. of % of total shares shares shares shares of the of the company company

1. Jayaramprasad 1089250 8.64 - 0 Nil Munnangi movement during the year 1089250 8.64

1089250 8.64 - 0 - 1089250 8.64

V) InDeBteDness -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars Secured Loans Unsecured Deposits Total excluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year 0 0 0 0i) Principal Amount 6,00,00,000 0 0 6,00,00,000ii) Interest due but not paid 25,54,521 0 0 25,54,521iii) Interest accrued but not due 0 0 0 0total (i+ii+iii) 6, 25,54,521 0 0 6, 25,54,521Change in Indebtedness during the financial year * Addition 5,00,00,000 0 0 5,00,00,000* Reduction 0 0 0 0Net Change 5,00,00,000 0 0 5,00,00,000Indebtedness at the end of the financial year i) Principal Amount 11,00,00,000 0 0 11,00,00,000ii) Interest due but not paid 34,00,891 0 0 34,00,891iii) Interest accrued but not due 0 0 0 0

total (i+ii+iii) 11,34,00,891 0 0 11,34,00,891

ANNUAL REPORT 2017-18

40

VI. ReMUneRAtIon oF DIReCtoRs AnD KeY MAnAGeRIAL PeRsonneL-A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S. No. Particulars of Remuneration Whole Time Director Total Amount

Vijay Kumar Deekonda

1 Gross salary (a) Salary as per provisions contained 9,50,000 9,50,000 in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 2 Stock Option 0 03 Sweat Equity 0 04 Commission - as % of profit - others, specify… 0 05 Others, please specify 0 0 total (A) 9,50,000 9,50,000 Ceiling as per the Act The remuneration were within the limits prescribed under

the Companies Act, 2013 read with Schedule V and the Rules framed thereunder.

B. Remuneration to other directors:

SN. Particulars of Remuneration Name of Directors

1 Independent Directors Poppoppu Majeti Venkatasesha sridevi Dasari total Amount Lenin Babu sridhar Kumar Fee for attending board /committee meetings 1,15,000 95,000 1,00,000 3,10,000 Commission 0 0 0 0 Others, please specify 0 0 0 0 total (1) 1,15,000 95,000 1,00,000 3,10,0002 other non-executive Munnagi - - - Directors Jayaramprasad Fee for attending board /committee meetings 20,000 - - 20,000 Commission 0 - - - Others, please specify 0 - - - total (2) 20,000 - - 20,000 total (B)=(1+2) 1,35,000 95,000 1,00,000 3,30,000 total Managerial Remuneration 1,35,000 95,000 1,00,000 3,30,000 Overall Ceiling as per the Act The sitting fees paid to Non-Executive Directors were within the limits prescribed

under the Companies Act, 2013 and the Rules framed thereunder.

(Amount in Rs.)

41

ANNUAL REPORT 2017-18

C. ReMUneRAtIon to KeY MAnAGeRIAL PeRsonneL otHeR tHAn MD/MAnAGeR/WtD

S. No. Particulars of Remuneration Key Managerial Personnel Company Chief Financial Total Secretary Officer (CFO)

1 (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 5,40,000 0 5,40,000 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 02 Stock Option 0 0 03 Sweat Equity 0 0 04 Commission 0 0 0 - as % of profit 0 0 0 Others, specify… 0 0 05 Others, please specify 0 0 0 total 5,40,000 0 5,40,000

VI. PenALtIes / PUnIsHMent/ CoMPoUnDInG oF oFFenCes:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.

For and on behalf of the Board of Directors sd/- Vijay Kumar Deekonda Chairman and Whole Time Director (DIN:06991267)Date : 5th September, 2018Place : Hyderabad

42

ANNUAL REPORT 2017-18Annexure-F

Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the compa-nies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a. the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year:

Sl No Name of Director/KMP Designation Ratio of the remuneration to the median remuneration of the employees

1. Vijay Kumar Deekonda Whole Time 1.75:1 Director and CFO

2. Priyanka Kumari Company Secretary and Not Applicable Compliance Officer

Mr. Munnangi Jayaramaprasad, Non-Executive Director was paid only sitting fees for attending the Board and Committee Meetings.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year:

Sl No Name of Director/KMP Designation Ratio of the remuneration to the median remuneration of the employees

1. Vijay Kumar Deekonda Whole Time 75.92% Director and CFO

2. Priyanka Kumari Company Secretary and 61.19% Compliance Officer

c. The Percentage increase in the median remuneration of employees in the Financial Year: Nil.

d. The number of permanent employees on the rolls of Company: there are three Employees on the rolls of Company.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year 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:

Average percentile increase in remuneration of employees during the Financial Year 2017-18 was Nil as compared to average percentile increase in remuneration of managerial personnel which was 75.92%. At the 34th Annual General Meeting (AGM) of the Company held on 27th September, 2017 Members of the Company has given approval for the reappointment and remuneration of Mr. Vijay Kumar as Chairman and Whole-Time Director of the company for a further period of Three years with effect from 1st October 2017.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

For and on behalf of the Board of Directors sd/- Vijay Kumar Deekonda Chairman and Whole Time Director

(DIN:06991267)Date: 5th September, 2018Place: Hyderabad

43

ANNUAL REPORT 2017-18

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ANNUAL REPORT 2017-18

45

ANNUAL REPORT 2017-18CoRPoRAte GoVeRnAnCe RePoRt oF GRAnDeUR PRoDUCts LIMIteD

For the Financial Year ended March 31, 2018

In accordance with the provisions of Regulation 34(3) read with Schedule V and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Directors of Grandeur Products Limited (“the Company”) have pleasure in presenting the Company’s Report on Corporate Governance for the Financial Year 2017-18.

1. CoMPAnY’s PHILosoPHY on CoDe oF GoVeRnAnCe:

Corporate Governance is essentially a system by which Companies are governed and controlled by the management under the direction and supervision of the Board in the best interest of all stakeholders. It is not mere compliance of laws, rules and regulations, but also the application of best management practices and adherence to the highest ethical principles in all its dealings, to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility.

Your Company believes that the Corporate Governance is integral to all the functions and divisions of the organization for creating value for all the stakeholders. In this competitive business environment, both the management and employees vigorously uphold the values of integrity, transparency, responsibility and accountability.

Your Company is in compliance with the requirements of Corporate Governance stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

2. BoARD oF DIReCtoRs:

The Board of Directors, along with its Committees, provides leadership and guidance to the management and directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board composition is in conformity with the Companies Act, 2013 (‘the Act’) and Listing Regulations.

The composition of the Board of Directors is summarized below: -

1 (One) - Chairman and Whole Time Director (Executive, Non-Independent Director)

1 (One) - Non-Executive, Non-Independent Director

3 (Three) - Non-Executive, Independent Directors

none of the Directors is:

a. A director in more than 20 Companies and in more than 10 public Companies- As per Section 165 of the Companies Act, 2013

b. an Independent Director in more than seven listed Companies OR three listed companies (in case he / she serves as a Whole Time Director in any listed Company) - As per Regulation 25 of the Listing Regulations.

c. a Member of more than 10 Committees and Chairperson of more than 5 Committees (Committees being Audit Committee and Stakeholders Relationship Committee- as per Regulation 26(1) of the Listing Regulations), across all the Companies in which he/ she is a Director.

46

ANNUAL REPORT 2017-18a) Composition of Board, their positions, other Directorships and memberships of Committees

held by each of them as on 31st March 2018:

The names and categories of Directors, their attendance at the Board Meetings held during the year and at the last Annual General Meeting, as also the number of Directorships and Committee positions held by them in public limited Companies are given below:

Name of Director Category No.of Board Attendance No. of No. of Meetings at AGM held Directorships* committee attended on 30th positions

during September, in Mandatory 2017-18 2017 Committees* Chairman Member

Mr. Vijay Kumar Whole Time 7 Yes - - -Deekonda Director and Chairman

Mr. Poppoppu Indipendent 7 Yes - - -Lenin Babu Non-Executive Independent Director

Mr.Munnangi Promoter 2 Yes - - -Jayaramaprasad Non-Executive Director

Mr.Majeti Non-Executive 7 Yes 1 1 2Venkatasesha Independent Director Sridhar Kumar

Ms.Sridevi Dasari Non-Executive 7 Yes - - - Independent Director

* Resigned w.e.f. 5th April, 2018

*Notes: 1) The Directorships held by Directors in other Companies, as mentioned above do not include Directorships in Foreign Companies, Companies registered under Section 8 of the Companies Act, 2013 and Private Limited Companies.

*2) For committee positions, only Audit & Stakeholder’s committees of public limited companies are considered as per Regulation 26 of SEBI (LODR) Regulations, 2015.

b) Inter-se relationships between the Directors:

None of the directors of the Company are related to each other.

c) Board Meetings during the year 2017-18

The Company held 7 Board Meetings during 2017-18 and the gap between two meetings did not exceed 120 days. The dates on which the Board Meetings were held were: 30th May, 2017, 24th August, 2017, 2nd September, 2017, 14th September, 2017, 22nd November, 2017, 14th December, 2017 and 13th February, 2018.

d) shareholding of Directors as on 31st March, 2018:

Mr. Munnangi Jayaramaprasad 10,89,250 (8.64%) Equity Shares of the Company. No other Director holds any shares in the Company.

47

ANNUAL REPORT 2017-183. InDePenDent DIReCtoRs:

(i) Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of management, was held on 13th February, 2018, as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the Listing Regulations. At the Meeting, the Independent Directors:

• Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company, taking into account the views of the Managing Director and Non-Executive Directors; and

• Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

(ii) Details about familiarization program:

The Company has an orientation programme upon induction of new Directors, as well as other initiatives to update Directors on a continuous basis. Any new Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important policies of the Company including the Code of Conduct for Directors and senior management personnel and the Code of Conduct for Prevention of Insider Trading, Policy on Related Party Transactions, Policy on Remuneration, Policy of Vigil Mechanism, etc.

The details of the familiarization program are placed on the Company’s website at: http://www.grandeurproducts.com.

4. AUDIt CoMMIttee:

a) Terms of reference

The Audit Committee functions according to its Charter that defines its composition, authority responsibilities and reporting functions. The terms of reference of the Audit Committee, inter alia, are as follows:

• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Discuss and review with the management the annual/ half yearly/ quarterly financial statements and the auditor’s report thereon, before submission to the Board for approval.

• Review of the Company’s accounting policies, internal accounting and financial controls, risk management policies and such other matters.

• Discuss with the statutory auditors, before the audit commences, about the nature and scope of audit, as well as post audit discussion to ascertain any area of concern.

• Hold timely discussions with the statutory auditors regarding critical accounting policies and practices and significant financial reporting issues and judgments made.

• Recommend to the Board the appointment, re-appointment and, if required, the replacement or removal of statutory auditors, remuneration and terms of appointment of auditors, fixation of audit fees and to approve payment for any other services rendered by the statutory auditors.

• Review and monitor the auditor’s independence, qualification and performance and effectiveness of audit process.

• Review with the management, performance of the statutory and internal auditors.

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ANNUAL REPORT 2017-18

• Review the adequacy of the internal audit function and the adequacy and efficacy of the internal control systems, including the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, budget, coverage and frequency of internal audit.

• Evaluate internal financial controls and risk management systems.

• Scrutinize inter-corporate loans and investments.

• Discuss any significant findings with internal auditors and follow-up thereon.

• Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.

• Look into the reasons for substantial defaults in payments to depositors, debenture holders, shareholders and creditors.

• Approve transactions, including any subsequent modifications, of the Company with related parties.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Review and monitor the statement of use and application of funds raised through public offers and related matters.

• Review the functioning of the Whistle Blower mechanism.

• Review the effectiveness of the system for monitoring compliance with laws and regulations and oversee compliance with legal and regulatory requirements, including the Tata Code of Conduct for the Company and its subsidiaries.

• Provide guidance to the Compliance Officer for setting forth policies and implementation of the Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices.

• Oversee financial reporting controls and process for subsidiary companies.

• Approve the appointment of the Chief Financial Officer after assessing the qualifications, experience and background of the candidate.

• Generally, all items listed in Part C of Schedule II to the Listing Regulations and in Section 177 of the Act and any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee has been given the powers prescribed under Regulation 18(2)(c) of the Listing Regulations.

b) Composition and Attendance during the year

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act and comprises of three members, out of three, two members are Independent Non – Executive Directors. All members of the Committee are financially literate.

The Audit Committee met 4 times during the year and the gap between two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings were held were: 30th May, 2017, 14th September, 2017, 14th December, 2017 and 13th February, 2018.

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ANNUAL REPORT 2017-18

The composition of the Audit Committee and the details of Meetings attended by the Directors during the year are given below:

name of the Director Category no. of meetings held no of meetings during the year attendedMr. Poppoppu Lenin Babu Chairman 4 4

Mr. Munnangi Jayaramaprasad (upto 30th May, 2017) Member 4 0

Ms. Sridevi Dasari Member 4 3

Mr. Vijay Kumar Deekonda (w.e.f 30th May, 2017) Member 4 3

Note: Mr. Ramesh Babu Nemani appointed as Additional (independent) Director w.e.f 5th April, 2018 and also appointed as Chairman of the Audit committee in place of Mr. Poppoppu Lenin Babu who has resigned from the directorship of Company w.e.f 5th April, 2018. 5. noMInAtIon AnD ReMUneRAtIon CoMMIttee:

a) Brief description of terms of reference

The Committee specifically looks into the remuneration payable to Executive Directors, Key Managerial Personnel (KMP) of the Company.

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

• Carry out evaluation of every director’s performance;

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director; and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

• Formulation of the criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversity;

• To grant, issue and allot of options to eligible employees and administering the employee stock option scheme from time to time.

• Any other matter as the Board may decide from time to time.

The composition of the Nomination and Remuneration/ Compensation Committee comprises of three Non-Executive Independent Directors.

b) Composition and Attendance during the year

The NRC is constituted in accordance with the provisions of Regulation 19 of the Listing Regulations and the provisions of Section 178(1) of the Act. The NRC met two times during the year 2nd September, 2017 and 13th February, 2018.

The composition of the NRC and the details of Meetings attended by the Directors during the year are given below:

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ANNUAL REPORT 2017-18

name of the Director Category no. of meetings held no of meetings during the year attended

Mr. Majeti Venkatasesha Sridhar Kumar Chairman 2 2

Mr. Munnangi Jayaramaprasad (upto 30th May, 2017) Member 2 0

Mr. Poppoppu Lenin Babu Member 2 2

Ms. Sridevi Dasari (w.e.f 30th May, 2017) Member 2 2

Note: Mr. Ramesh Babu Nemani appointed as Additional (independent) Director w.e.f 5th April, 2018 and also appointed as a member of the Nomination and Remuneration committee in place of Mr. Poppoppu Lenin Babu who has resigned from the directorship of Company w.e.f 5th April, 2018.

c) Board and Director evaluation and criteria for evaluation

During the year, the Board has carried out an annual evaluation of its own performance, performance of the Directors, as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The criteria for Board Evaluation include inter alia, structure of the Board, including qualifications, experience and competency of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management’s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Criteria for evaluation of individual Directors include aspects such as professional qualifications, prior experience, especially experience relevant to the Company, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman is also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders’ interests in mind and effectiveness as Chairman.

Criteria for evaluation of the Committees of the Board include mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

6. noMInAtIon AnD ReMUneRAtIon PoLICY:

In accordance with the provisions of the Companies Act, 2013 and the Listing Regulations, the Company has put in place the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company including criteria for determining qualifications, positive attributes, independence of a Director as well as a policy on Board Diversity. This Policy sets out the guiding

51

ANNUAL REPORT 2017-18principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company and also for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

i. The Company formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

c) Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

ii. In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

a. General understanding of the Company’s business dynamics, global business and social perspective;

b. Educational and professional background Standing in the profession; Personal and professional ethics, integrity and values;

c. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

iii. The Committee will assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

iv. The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors and Non-Executive Directors of the Company within the overall limits approved by the shareholders.

7. ReMUneRAtIon oF DIReCtoRs:

The remuneration committee of Board of Directors of the Company generally decides and makes recommendations to the Board of Directors about the remuneration to be paid to the Directors and other Key Managerial Persons of the Company. The remuneration recommendations about the remuneration of Directors are subject to the approval of the Members of the company and the remuneration of the Key Managerial Persons is to be recommended by the remuneration committee to the Board. The Non- Executive directors are paid sitting fees for attending meetings of Board/ Committee.

The nomination and remuneration policy as adopted by the Board is placed on the Company’s website at www.grandeurproducts.com.

Details of remuneration for 2017-18

Whole time Director

The aggregate value of salary, perquisites and commission paid to Mr. Vijay Kumar Deekonda, Whole Time Director during the year 2017-18 is Rs. 9,50,000/-, comprising:

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ANNUAL REPORT 2017-18

Salary Rs. 9,50,000/- Perquisites and allowances NIL Commission for the financial year 2015-16, paid during 2016-17 NIL

Period of Agreement Re-appointed w.e.f. 1st October, 2017 upto 30th September, 2020

Notice period The Agreement may be terminated by either party giving the other party 3 months’ notice

Severance fees NIL

Stock Options NIL

non-executive Directors:

Following are the details of sitting fees and commission paid to non-exectuive Directors during theyear 2017-18:

name of the Director sitting Fees Paid (Rs.) Commission for the year 2017-18

Mr. Poppoppu Lenin Babu 1,15,000 -

Mr.Munnangi Jayaramaprasad 20,000 -

Mr.Majeti Venkatasesha Sridhar Kumar 95,000 -

Ms.Sridevi Dasari 1,00,000 - 6. stAKeHoLDeRs ReLAtIonsHIP CoMMIttee :

a) terms of reference

the terms of reference of the stakeholders Relationship Committee (sRC) are as follows:

• Review statutory compliance relating to all security holders.

• Consider and resolve the grievances of security holders of the Company, including complaints related to transfer of securities, non-receipt of annual report/ declared dividends/ notices/ balance sheet.

• Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund.

• Oversee and review all matters related to the transfer of securities of the Company.

• Approve issue of duplicate certificates of the Company.

• Review movements in shareholding and ownership structures of the Company.

• Ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent.

• Recommend measures for overall improvement of the quality of investor services.• Review the concerns received under the Tata Code of Conduct.

53

ANNUAL REPORT 2017-18b) Composition and Attendance during the year

The Stakeholders Relationship Committee has been formed in compliance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 2 Independent Directors and 1 Executive Director.

The Stakeholders Relationship Committee met three during the year on 2nd September, 2017, 5th October, 2017 and 5th January, 2018.

The composition of the Stakeholders Relationship Committee and the attendance of each Member of the said Committee are as under:

c) Composition and Attendance during the year

The Stakeholders Relationship Committee has been formed in compliance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013 comprising of 2 Independent Directors and 1 Executive Director.

The composition of the Stakeholders Relationship Committee and the attendance of each Member of the said Committee are as under:

Name of the Director Category No. of meetings held No of meetings during the year attended

Majeti Venkatasesha Sridhar Kumar Chairman 3 3

Poppoppu Lenin Babu Member 3 3

Vijay Kumar Deekonda Member 3 3 Note: Mr. Ramesh Babu Nemani appointed as Additional (independent) Director w.e.f 5th April, 2018

and also appointed as a member of the Stakeholders Relationship Committee in place of Mr. Poppoppu Lenin Babu who has resigned from the directorship of Company w.e.f 5th April, 2018.

d) stakeholders’ Grievances:

The Stakeholders’ Relationship Committee and the Registrar and Transfer Agent (RTA) attend to all grievances of investors.

The details of investor complaints during the Financial Year 2017-18 are as follows: -

Complaints outstanding as on 1st April, 2017 Nil Complaints received during the period from 1st April, 2017 upto 31st March, 2018 Nil Complaints resolved during the period from 1st April, 2017 upto 31st March, 2018 Nil Complaints outstanding as on 31st March, 2018 Nil

There are no pending share transfers as on 31st March, 2018.

54

ANNUAL REPORT 2017-188. GeneRAL BoDY MeetInGs:

a) Location, date and time of Annual General Meetings held during the last 3 years and special resolutions passed:

Day, Date and time Location special Resolutions

Wednesday, 27th September, 2017 at 9:30 A.M.

Friday, 30th September, 2016 at 11:00 A.M.

Saturday, 12th September, 2015 at 11:00 A.M.

b) Details of Postal Ballot and extra ordinary General Meeting conducted last year:

Special Resolution passed in Extra-Ordinary General Meetings (EGMs):

Date of eGM Details of special Resolution passed

18th September, 2017 Issue of Non-Convertible Debentures

c) There are no resolutions passed by Postal Ballot during last Year.

d) MeAns oF CoMMUnICAtIon:

The quarterly, half yearly and annual financial results of the Company are published in English in Business Standard and in Navatelangana. The results were also displayed on the Company’s website www.grandeurproducts.com. No presentations were made to the Institutional Investors or to Analysts.

H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

10-2-9 &10-2-249, Flat No 703, 6th Floor, Nasr Apartments, AC Guards, Hyderabad- 500004

26/4A, Armenian Street, Jhagra Kothi, 3rd Floor, Kolkata, West Bengal-700 001

To approve the re-appointment and remuneration of Mr. Vijay Kumar Deekonda (DIN 06691267), as Whole Time Director of the Company

There was no matter that required passing of Special Resolution.

1) Approval for authorising Board of Directors for borrowing powers as per Section 180 (1) (c) of Companies Act, 2013

2) Approval for authorising Board of Directors for mortgage and /or create charge on the assets of the Company as per Section 180 (1) (a) of Companies Act, 2013

3) Appointment of Mr. Vijay Kumar Deekonda (DIN-06991267) as Whole Time Director of the Company

55

ANNUAL REPORT 2017-18e) GeneRAL sHAReHoLDeR InFoRMAtIon

a) Details of the forthcoming 35th Annual General Meeting

Date 29th September, 2018

Day Saturday

Time 10.00 A.M

Venue Marigold Hotel, by and beside Green Park Hotel, 7-1-25, Greenlands, Begumpet, Hyderabad - 500016

b) Financial Calendar for 2018-19 (tentative)

The Financial year of the Company is April - March of every year and the tentative details of the financial calendar for the year 2018-19 are as under:

Financial Results for the Quarter ending 30th June 2018 First/Second of August, 2018

Financial Results for the Quarter ending 30th September 2018 First/Second week of November, 2018

Financial Results for the Quarter ending 31st December 2018 First/Second week of February 2019

Financial Results for the year ending 31st March 2019 Third/fourth week of May ,2019

c) Date of Book closure: From Saturday, 22nd September, 2018 to Saturday, 29th September, 2018 (both days inclusive).

d) Dividend Payment Date: Company is not paying any dividend for the Financial Year 2017-18.

e) Listing on stock exchanges

The equity shares of the Company are listed on the following Stock Exchange with the stock codes as indicated against each Stock Exchange:

name of the stock exchange stock Code

The Bombay Stock Exchange Limited Phiroze Jheejeebhoy Towers, Dalal Street, Mumbai – 400 001 539235

The Listing fees for the year 2018-19 has been paid to the Stock Exchange.

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ANNUAL REPORT 2017-18

f) Market Price Data

High, low during each month and trading volumes of the Company’s Equity Shares during the last financial year 2017-18 at the BSE Limited (BSE) are as under

DATE BSE

High Low Qty TradedApril 2017 30.5 21 950May 2017 30.5 30.5 50June 2017 30.5 30.5 1July 2017 30.5 30.5 101August 2017 30.5 30.5 25001September 2017 30.5 30.5 90001October 2017 48.8 32 127035November 2017 48.8 48.8 13December 2017 48.8 48.8 1January 2018 71.35 51.2 7195February 2018 71.35 71.35 30300March 2018 71.35 71.35 659

57

ANNUAL REPORT 2017-18g) Registrar and share transfer Agent

Venture Capital and Corporate Investments Private Limited is the Registrar and Share Transfer Agent (RTA) for handling the physical and electronic registry work. The Shareholders are requested to address their share related requests / queries to the RTA at the following address:

Venture Capital and Corporate Investments Private Limited 12-10-167, Bharat Nagar, Hyderabad, 500018, Phone : +91 040-23818475/23818476/23868023 Fax : +91 040-23868024

h) share transfer system

The requests for physical Share Transfers, Transmissions, Transposition etc., are received by the Company or by the Registrar and Share Transfer Agent. In respect of shares, which are traded in the dematerialised form, the transfers are processed and approved in electronic form by NSDL/CDSL through their Depository Participants. The physical Share Transfers, Transmissions, Transposition, etc., are processed based on number of requests received and keeping in view the prescribed timeline. The shares lodged for physical Transfer/Transmission/ Transposition are registered as per the requirement of the SEBI (LODR) Regulations, 2015, if the documents are complete in all respects. Adequate care is taken to ensure that no share transfers are pending for more than the period stipulated in the SEBI (LODR) Regulations, 2015. Shares requested for dematerialisation are generally confirmed within prescribed time period.

To ensure swift processing of the Share Transfers, Transmissions, Transposition etc., the Board of Directors have delegated necessary powers to the Stakeholders’ Relationship Committee. The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under Regulation 40(9) of the SEBI (LODR) Regulations, 2015 and files a copy of the said certificate with Stock Exchanges.

i) shareholding Pattern and the Distribution of shareholding as at 31st March 2018:

Categories of Shareholders as on 31st March, 2018:

s.no Category of shareholders no.of shares Percentage

1 Promoter & Promoter Group 3195000 25.33

2 Other Bodies Corporate 4093954 32.46

3 Resident Individuals 4709670 37.34

4 Trust 611960 4.85

5 Clearing Member 1376 0.01

total 12611960 100.00

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ANNUAL REPORT 2017-18

Distribution schedule:

S. No Nominal Value Amount in Rs. % to Total No. of Share % to Total Capital Holders Holders

1 Upto 5000 302680 0.24 408 79.69 2 5001 to 10000 254860 0.19 26 5.08 3 10001 to 20000 355000 0.28 22 4.30 4 20001 to 30000 115000 0.09 4 0.78 5 30001 to 40000 40000 0.03 1 0.20 6 40001 to 50000 193100 0.15 4 0.78 7 50001 to 100000 195000 0.15 2 0.39 8 100001 and above 124663960 98.85 45 8.79

total 126119600 100 512 100

h) Dematerialization of shares and Liquidity

The equity shares of the Company are admitted in the following Depositories of the country under the International Securities Identification Number (ISIN) INE545R01010. This number is required to be quot-ed in each transaction relating to the dematerialized equity shares of the Company. The Company has entered into Agreements with both NSDL and CDSL to facilitate the shareholders to dematerialize their equity shares with any one of the Depositories

name of the Depository and Address

National Securities Depository Limited Trade World, A wing, 4th & 5th Floors, Kamala Mills Compound, Lower Parel, Mumbai - 400 013. Central Depository Services (India) Limited Phiroze Jeejeebhoy Towers, 16th Floor, Dalal Street, Mumbai - 400 001 As at 31st March 2018, 1,24,60,460 equity shares, representing 98.80% of the Company’s total number

of shares, have been dematerialized.

i) outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity : Not Applicable

j) Commodity price risk or foreign exchange risk and hedging activities: Not Applicable

k) Plant Location: Not Applicable

l) Address & e-mail id for investors Correspondence, queries and grievances :

Priyanka Kumari, Company Secretary & Compliance Officer H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033 e-mail: cs@grandeurproducts.in

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ANNUAL REPORT 2017-1811. DIsCLosURes

(A) Related Party transactions:

a) There are no materially significant related party transactions made by the Company that may have poThe Policy on Related Party Transactions is available on the website of the Company www.grandeur-products.com.

There are no materially significant related party transactions that may have potential conflict with the interests of the Company at large.

Except for drawing remuneration by the Whole Time Director and payment of sitting fees to Non-exec-utive and Independent Directors, none of the Directors have any other material significant related party transactions, pecuniary or business relationship with the Company.

Attention of the Shareholders is drawn to the disclosures of transactions with Related Parties set out in Note No. 1.3 to the Standalone Financial Statement forming a part of the Annual Report.

In preparation of the Financial Statements, your Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. The significant accounting policies, which are consistently applied, have been set out in the Notes to the Accounts.

(B) Penalty / strictures relating to Capital Markets:

There are no instances of non-compliance by the Company, and no penalties or strictures were imposed on the company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years.

(C) Vigil Mechanism and Whistle Blower Policy:

The Company has a Whistle Blower Policy, available at the Company’s website and it is affirmed that no personnel has been denied access to the Audit Committee.

(D) Details of Compliance with Mandatory Requirements and Adoption of non-Mandatory Require-ments:

The Company has complied with the Mandatory requirements under SEBI (LODR) Regulations, 2015. The status of adoption of the Non-Mandatory requirements specified in Part E of Schedule II is given below:

i. Reporting of internal auditor: The Internal Auditor of the Company reports directly to the Audit Committee.

(e) Policy on Material subsidiaries:

The Policy on Material Subsidiaries is used to determine the material subsidiaries and material non-list-ed Indian Subsidiaries Company in order to comply with the requirements of Regulation 16(1)(c) and Regulation 24 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Re-quirements) Regulations, 2015, as amended.

(F) Code of Conduct:

The Code of Conduct for the Board of Directors and the Senior Management Personnel has been disclosed on the website of your Company, viz., www.grandeurproducts.com. The declaration by the Managing Director stating that all the Board Members and Senior Management Personnel have affirmed their compliance with the laid down Code of Conduct for the Financial Year ended 31st March, 2018, is annexed to this Corporate Governance Report.

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ANNUAL REPORT 2017-18(G) Disclosures by Management to the Board of Directors:

The Company had received disclosures from all the Senior Management Personnel stating that none of them had any personal interest in any of the financial and commercial transactions entered into by the Company during the Financial Year 2017-18. Interested Directors, if any, neither participate in discus-sions, nor do they vote on such matters.

(H) CEO and CFO Certification:

Mr. Vijay Kumar Deekonda, Whole time Director and Chief Financial Officer, have issued the Certificate in accordance with Regulation 17(8) of the Listing Regulations with regard to Quarterly and Annual Fi-nancial Statements for the Financial Year ended March31, 2018.

a) The details relating to commodity price risks and commodity hedging activities are not applicable.

(I) non-compliance of any requirement of Corporate Governance Report of sub-paras (2) to (10) of Para C to schedule V of the Listing Regulations:

The Company has complied with all the requirements in this regard, to the extent applicable.

(J) The Company has complied with all Corporate Governance Requirements as specified in regulation 17 to 27 and clauses (b) to (i) of Regulation 46(2) relating to dissemination of information on the website of the Company.

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ANNUAL REPORT 2017-18Declaration by the Managing Director under Para D of schedule V of the

seBI (Listing obligations and Disclosure Requirements) Regulations, 2015

I, Vijay Kumar Deekonda, Whole Time Director of Grander Products Limited hereby confirm that all the Board members and Senior Management Personnel of the Company have affirmed compliance with the respective Codes of Conduct, as applicable to them for the year ended 31st March, 2018..

For Grandeur Products LimitedPlace: HyderabadDate:30th May, 2018 Sd/- Vijay Kumar Deekonda Whole Time Director (DIN:06991267)

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ANNUAL REPORT 2017-18CEO/CFO Certification

I, Vijay Kumar Deekonda, Whole Time Director and Chief Financial Officer, to the best of my knowledge and belief, certify that:

a. I have reviewed the financial statements including cash flow statement (standalone and consolidated) for the financial year ended March 31, 2018 and to the best of our knowledge and belief:

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

ii. these statement together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.

c. I accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and 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 address these deficiencies.

d. I have indicated to the auditors and the Audit Committee:

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

ii. significant changes in the accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. that there are no instances of significant fraud of which they have become aware of and involvement therein of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

For Grandeur Products Limited

Sd/- Vijay Kumar Deekonda Whole Time Director & Chief Financial OfficerPlace: HyderabadDate: 30th May, 2018

63

ANNUAL REPORT 2017-18The Members ofGrandeur Products Limited

We have examined the compliance of conditions of corporate governance by Grandeur Products Limited (the ‘Com-pany’) for the Financial Years 2017-18 as prescribed in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’).

We state that the compliance of conditions of Corporate Governance is the responsibility of the management, and our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the aforesaid provisions of LODR.

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

As per our Report of even dateFor Ramasamy Koteswara Rao and Co LLPChartered AccountantsFirm Registration Number :010396S/S200084

C V Koteswara RaoPartnerM No. 028353

Place: HyderabadDate : 30-05-2018

64

ANNUAL REPORT 2017-18

65

ANNUAL REPORT 2017-18InDePenDent AUDItoR’s RePoRt

to the Members of GRAnDeUR PRoDUCts LIMIteD

Report on the Standalone Ind AS financial statements

We have audited the accompanying Standalone Ind AS financial statements of GRANDEUR PRODUCTS LIMITED (the “Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (together hereinafter referred to as “standalone Ind AS financial statements”).

Management’s Responsibility for the Financial statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the Standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its Profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

66

ANNUAL REPORT 2017-18Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

Knowledge and belief were necessary for the purpose of our audit;

(b) 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;

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

(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) 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 2” to this report;

(g) 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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact it’s financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

For Ramasamy Koteswara Rao and Co LLP Chartered Accountants Firm Registration Number: 010396S/S200084

(C V Koteswara Rao)Place: Hyderabad PartnerDate: 30-05-2018 Membership No.028353

67

ANNUAL REPORT 2017-18Annexure-1 to the Auditors’ Report (referred to in paragraph 1 of our Report of even date to the

Members of “GRAnDeUR PRoDUCts LIMIteD” for the year ended March 31, 2018)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that;

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets,

(b) All fixed assets have been physically verified by the management during the year in accordance with a phased program of verification which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. According to the information furnished to us, no material discrepancies have been noticed on such verification.

(c) The Company does not have any immovable property.

ii. The Company does not hold any physical inventory. Thus, paragraph 3(ii) of the Order is not applicable to the company.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.

iv. The company doesn’t have granted loans but has made investments. The provisions of Sections 185 not applicable to the company and section186 of Companies Act 2013 are Complied.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi. The maintenance of cost records under section 148(1) of the Companies Act, 2013, is not applicable to the company.

vii. (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing -undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Goods and Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, Goods and Service Tax outstanding on account of dispute.

viii. In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowings to banks. There are no dues which are payable to financial institutions or debenture holders or government.

ix. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

x. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or on the company by the officers and employees of the Company has been noticed or reported during the year.

68

ANNUAL REPORT 2017-18xi. According to the information and explanations given by the management, the managerial remuneration

has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

xii. In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

xiv. The Company has made fully convertible debentures during the year. In respect of the same, in our opinion, the Company has complied with the requirement of section 42 of the Act and the amounts raised have been used for the purposes for which the funds were raised.

xv. According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

xvi. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company and hence not commented upon

For Ramasamy Koteswara Rao and Co LLP Chartered Accountants Firm Registration Number: 010396S/S200084

(C V Koteswara Rao)Place: Hyderabad PartnerDate: 30-05-2018 Membership No.028353

69

ANNUAL REPORT 2017-18AnneXURe 2 to tHe InDePenDent AUDItoR’s RePoRt oF eVen DAte on tHe stAnDALone

FInAnCIAL stAteMents oF GRAnDeUR PRoDUCts LIMIteD

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of section 143 of theCompanies Act, 2013 (“the Act”)

To the Members of Grandeur Products Limited

We have audited the internal financial controls over financial reporting of Grandeur Products Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the 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 Company’s internal financial controls over financial reporting 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”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and 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 controls 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

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 authorizations of management and directors of the company; and

70

ANNUAL REPORT 2017-18(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 the 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 Ramasamy Koteswara Rao and Co LLP Chartered Accountants Firm Registration Number: 010396S/S200084

(C V Koteswara Rao)Place: Hyderabad PartnerDate: 30-05-2018 Membership No.028353

71

ANNUAL REPORT 2017-18 BALAnCe sHeet As At MARCH 31, 2018

(Amount In `) Particulars note no. As at As at As at 31.03.2018 31.03.2017 31.03.2016eQUItY AnD LIABILItIes a) Property,Plant and Equipment 2 6,25,095 8,70,806 - b) Intangible assets 2 3,00,00,000 - - c) Financial Assets (i) Investments 3 3,58,41,763 - - d) Other Non Current Assets 4 43,16,000 43,41,400 32,65,000 e) Deffered tax Assets (Net) 10,81,387 - -

total non-Current Assets (A) 7,18,64,245 52,12,206 32,65,000

Current Assets a) Inventories - - - b) Financial Assets i) Investments 3 1,69,17,496 40,89,264 78,720 ii) Trade Receivables 5 - 76,12,951 1,27,34,063 iii) Loans 6 15,27,75,000 - - iv) Cash and cash equivalents 7 33,46,183 13,88,23,371 6,20,45,578 c) Other current assets 8 3,12,19,078 6,35,46,643 3,78,26,888

total Current Assets (B) 20,42,57,757 21,40,72,229 11,26,85,249

total Assets (A+B) 27,61,22,002 21,92,84,435 11,59,50,249 Equity and Liabilities Equity a) Share Capital 9 12,61,19,600 12,61,19,600 10,00,00,000 b) Other Equity 3,08,16,137 2,26,13,653 23,98,230

total equity (A) 15,69,35,737 14,87,33,253 10,23,98,230 Liabilities - Non - current liabilities: (a) Financial Liabilities a) Borrowings 10 11,00,00,000 6,00,00,000 - b) Deffered tax Liabilities (Net) - 31,051 -

total non-Current Liabilities (B) 11,00,00,000 6,00,31,051 -

Current liabilities (a) Financial Liabilities a) Borrowings 11 50,00,000 - - b) Trade payables 12 4,16,503 78,23,312 1,25,92,135 c) Other financial liabilities 13 37,69,762 26,85,377 1,08,864 d) Provisions 14 - 11,442 8,51,020 total Current liabilities (C ) 91,86,265 1,05,20,131 1,35,52,019 total equity and Liabilities (A+B+C) 27,61,22,002 21,92,84,435 11,59,50,249

As per our report of even date For RAMAsAMY KotesWARA RAo AnD Co LLP For and on behalf of the Board

Chartered Accountants Vijay Kumar Deekonda sridevi Dasari Firm Registration Number :010396S/S200084 Director Director DIN:06991627 DIN:07512095 C V Koteswara Rao Partner Priyanka Kumari M.No: 028353 Company Secretary Place:Hyderabad Date: 30-05-2018

72

ANNUAL REPORT 2017-18 PRoFIt & Loss stAteMent FoR tHe YeAR enDeD 31st MARCH, 2018

(Amount In `) Particulars note no As on As on March 31, 2018 March 31, 2017 InCoMe I. Revenue from operations 15 9,08,100 9,32,893 II. Other income 16 62,80,437 75,41,000

71,88,537 84,73,893 III. total Revenue (I + II) IV. expenses: Cost of materials consumed - - Purchases of Stock-in-Trade 17 8,73,000 - Changes in inventories of finished goods work-in-progress and Stock-in-Trade - - Employee benefits expense 18 18,50,000 13,00,000 Finance costs 19 46,78,767 25,54,521 Depreciation and amortization expense 2 2,70,556 27,351 Other expenses 20 38,38,953 45,21,371 1,15,11,276 84,03,243 V. Profit before exceptional and extraordinary items and tax (III-IV) -43,22,738 70,650 VI. Exceptional items - - VII. Profit before extraordinary items and tax (V - VI) -43,22,738 70,650 VIII. Extraordinary Items IX. Profit before tax (VII- VIII) -43,22,738 70,650 X Tax expense: (1) Current tax - 11,442 (2) Deferred tax -11,12,438 31,051 (3) MAT Credit Entitlement - -11,442 XI Profit (Loss) for the year -32,10,300 39,599 Other comprehensive income A. (i) Items that will not be reclassified to profit or loss

Remeasurements of leave encashment on employee benefits - - (ii) Items that will be reclassified to profit or loss - - Remeasurement of Investments 1,14,12,784 1,75,824 B (i) Income tax relating to items that will be reclassified to profit or loss 19,94,262 - total other comprehensive income net of taxes 1,34,07,046 1,75,824 total comprehensive income for the period 1,01,96,746 2,15,423 XVI earnings per equity share: (1) Basic 0.81 0.003 (2) Diluted 0.65 0.003 Summary of significant accounting policies 1 As per our report of even date For RAMAsAMY KotesWARA RAo AnD Co LLP For and on behalf of the Board Chartered Accountants Firm Registration Number :010396S/S200084 Vijay Kumar Deekonda sridevi Dasari C V Koteswara Rao Director Director Partner DIN:06991627 DIN:07512095 M.No: 028353 Place:Hyderabad Priyanka Kumari Date: 30-05-2018 Company Secretary

73

ANNUAL REPORT 2017-18 CAsH FLoW stAteMent FoR tHe YeAR enDeD 31.03.2018

(Amount In `) Particulars As on As on March 31, 2018 March 31, 2017InCoMe Net profit before taxation, and extraordinary items (43,22,738) 70,650 Adjusted for : Interest Paid 46,78,767 25,54,521 Interest Income (25,05,205) (5,55,685)Profit on Redemption of Mutual Funds (21,65,114) (67,05,624)Revaluation of Investment - 1,75,824 Dividend Income (77,126) (15,548)Rent Received (1,16,000) (29,000)Depreciation 2,70,556 27,351 Operating profits before working capital changes (42,36,860) (44,77,511)Changes in current assets and liabilities Inventories - - Trade Receivables 76,12,951 51,21,112 Other Current assets 3,23,27,565 (2,57,19,755)Loans (15,27,75,000) - Other Non Current assets 25,400 (10,76,400)Borrowings 50,00,000 - Trade Payables (74,06,809) (47,68,823)Other Financial Liabilities 10,84,385 25,76,513 Short Term Provisions (11,442) (8,39,578)Cash generated from operations (11,83,79,809) (2,91,84,442)Income tax paid - - Cash used(-)/(+)generated from operating activities (a) (11,83,79,809) (2,91,84,442)

B. CAsH FLoWs FRoM InVestInG ACtIVItIes: Purchase of fixed assets and change in capital wip (3,00,24,845) (8,98,158)Purchase of Investment (3,72,57,211) (40,10,544)Dividend Income 77,126 15,548 Rent Received 1,16,000 29,000 Profit on Redemption of Mutual Funds 21,65,114 67,05,624 Interest Income 25,05,205 5,55,685 Cash used(-)/(+)generated in investing activities (b) (6,24,18,612) 23,97,155 C. CAsH FLoWs FRoM FInAnCInG ACtIVItIes: Changes in Share Capital - 4,61,19,600 Changes in Borrowings 5,00,00,000 6,00,00,000 Interest paid (46,78,767) (25,54,521)Cash used(-)/+(generated) in financing activities (c ) 4,53,21,233 10,35,65,079 Net increase(+)/decrease (-) in cash and cash equivalents (a+b+c) (13,54,77,188) 7,67,77,792 Cash and cash equivalents at the beginning of the year 13,88,23,371 6,20,45,579 Cash and cash equivalents at the end of the year 33,46,183 13,88,23,371 Reconciliation of cash and cash equivalents Balances with banks 31,12,432 13,85,85,292 Cash-in-hand 2,33,751 2,38,078 Cash and Cash equivalent as per Cash Flow statement 33,46,183 13,88,23,370

As per our report of even date For RAMAsAMY KotesWARA RAo AnD Co LLP For and on behalf of the Board Chartered Accountants Firm Registration Number :010396S/S200084 Vijay Kumar Deekonda sridevi Dasari C V Koteswara Rao Director Director Partner DIN:06991627 DIN:07512095 M.No: 028353 Place:Hyderabad Priyanka Kumari Date: 30-05-2018 Company Secretary

74

ANNUAL REPORT 2017-18

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76

ANNUAL REPORT 2017-18 Notes forming part of the financial statements

1 Corporate information

“Grandeur Products Limited (‘the company’) is in the business of Seed Research & Marketing of Seeds and related products . The Company was incorporated on 3rd January, 1983 in Kolkata and listed on BSE dated 21st July, 2015. The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The Standalone financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on 30th May, 2018.

1.1 Significant Accounting Policies

(i) Basis of preparation of financial statements

These standalone financial statements have been prepared in accordance Indian Accounting Standards (Ind As) according to the notification issued by the Ministry of Corporate Affairs 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 with effect from April 1, 2017.

“Previous periods have been restated to Ind AS and In accordance with Ind AS 101-First-time Adoption of Indian Accounting Standards, the Company has presented a reconciliation from the presentation of Standalone financial statements under Accounting Standards For the year ended March 31, 2017, the Company had earlier prepared and presented its Standalone financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013 (Indian GAAP).

Reconciliations and description of the effect of the transition to Ind As from Indian GAAP is giv-en in note 21.”

(ii) Use of Accounting estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of financial Statements, the reported amount of revenues and expenses during the reported period and disclosure of contingent liabilites. Management believes that the estimates used in the preparation of financial statements are prudent and reasonable. Actual results could differ from these estimates. Any revision to accounting estimates is recognised pro-spectively in the current and future periods.

(iii) Revenue recognition

“Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collec-tion. Interest Income is recognised on an accrual basis.

(iv) Property, plant and equipment & Capital work-in-progress

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. Capital work-in-progress comprises the cost of the fixed assets that are not yet ready for their intended use at the balance sheet date.

(v) Depreciation and Goodwill

Depreciation is provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

The useful lives of assets are periodically reviewed and re-determined and the unamortised depreciable amount is charged over the remaining useful life of such assets. Assets costing Rs. 5,000/-and below are depreciated over a period of one year

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ANNUAL REPORT 2017-18(vi) Intangible Assets

“Intangible assets are stated at cost less accumulated amortization and impairment if any. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of mainte-nance expenditures required to obtain the expected future cash flows from the asset.

During the year the company has not provided any amount amortization of intangible assets.

The estimated useful lives of intangible asset is as follows:

Type of Asset Useful life

Intangible Asset 10 Years

(vii) Foreign Currency transactions

“The company translates all foreign currency transactions at Exchange Rates prevailing on the date of transactions. Exchange rate differences resulting from foreign exchange transactions settled during the year are recognized as income or expenses in the period in which they arise.

Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is also recorded in the profit and loss account.”

(viii) taxes on Income

Income tax comprises current income tax and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

a) Current income tax: Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company off sets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simulta-neously.

a) Deferred tax: Deferred tax asset and liabilities are measured at the tax rates that are expected to apply to the period when the asset / liability is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred Tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

(ix) earning Per share (ePs)

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.”

Investments

Long term unquoted investments are stated at cost & all other investments are carried at lower of cost or fair value.

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ANNUAL REPORT 2017-18(x) Impairment of non-financial assets

“The Company assess at each reporting date whether there is any indication that the carrying amount from non financial assets may not be recoverable. If any such indication exists, then the asset’s recov-erable amount is estimated and an impairment loss is recognised if the carrying amount of an asset or Cash generating unit (CGU) exceeds its estimated recoverable amount in the statement of profit and loss.

Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.”

(xi) Provisions and Contingent Liabilities

A Provision is recognized if, as a result of past event, the Company has a present legal obligation that is reasonbly estimable, and it is probable that an outflow of economic benefits will be required to settle the present obligation. Provisions are determined by the best estimate of the outflow of economic ben-efits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of re-sources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(xii) Financial Instruments

A financial instrument is any contract that give rise to a financial asset of one entity and a financial liabil-ity or equity of another entity.

Initial Recognition

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transac-tion costs that are directly attributable to the acquisition or issue of financial assets and financial liabili-ties (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Subsequent Measurement

Financial assets at fair value through other comprehensive income

Financial assets are measured at fair value through other comprehensive income if these financial as-sets are held within a business whose objective is achieved both by collectiong contractual cash flows on specified dates to cash flows that are solely payments of principal and interest on the amount out-standing and selling financial assets.

Financial assets at fair value through Profit and Loss

Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs that are directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss. Financial liabilities

Financial liabilities are classified as measured at amortised cost or Fair Value Through Profit and Loss Account (FVTPL). A financial liability is classified as at FVTPL if it is classified as held for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on derecognition is also recognised in statement of profit and loss.

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ANNUAL REPORT 2017-18De-recognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition as per Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires. “Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above are considered an integral part of the Company’s cash management.”

(xiii) Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the ef-fects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

(xiv) First-time adoption of Indian Accounting standard (Ind As)

These standalone financial statements of the company for the year ended March 31, 2018 have been prepared in accordance with Ind AS. For the purpose of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101-First time adoption of Indian Accounting Standards, with April 1, 2016 as the transition date and IGAAP as the previous GAAP.

The transition to Ind AS has resulted in changes in the presentation of the standalone financial state-ments, disclosures in the notes thereto and accounting policies and principles. The accounting policies set out in Note 1 have been applied in preparing the standalone financial statements for the year ended March 31, 2018 and the comparitive information. An explanation of how the transition from previous GAAP to Ind AS has affected the standalone Balance Sheet and Statement of Profit and Loss, is set out in notes.

Exemptions availed on first time adoption of Ind AS 101

a. Business Combinations

(Acquisition of 100% Subsidiary)

Reconciliations :

The following reconciliations provide the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101

1. Equity as at April 1, 2016 and March 31, 2017 given in note no. 24 2. Net Profit for the year ended March 31, 2016 given in note no. 25

(xv) Debenture redumption reserve

The company having Libility to create Debenture Redumption Reserve Rs.25,00,000/-. However due to inadequate profits available to create debenture redumption reserve. The company does not made any reserve on 6% Non convertable Debentures redeemable at the end of 5 Years from the date of allot-ment.

(xvi) Employee Benefits

employee stock option plan / scheme

Scheme 1: The company has instituted Grandeur Employees Stock Option Scheme II (GPLESOS II, 2016) of 7,50,000 stock options of Rs. 10/- each which is exercise price or any other price as decided by Compensation and Remuneration Committee of the Company, the options issued under this scheme

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ANNUAL REPORT 2017-18are convertible into equity shares and the vesting period of options is one year not later than two years from the date of grant of options issued under this scheme issued to the eligible employees of the com-pany (as decided by management) and the scheme was approved by the Shareholders through postal ballot dated 8th November, 2016.

Scheme 2: The company also issued and granted 7,50,000 equity shares of Rs. 10/- each under the scheme namely Grandeur Employees Stock Purchase Scheme 2017 (GPL-ESPS, 2017) to Grandeur Products Limited Employees Welfare Trust (GPL Trust) and also the company provided a loan of amount Rs. 61,19,600/- for acquisition of above allotted shares to GPL Trust & this was approved by sharehold-ers of the company at the Extra Ordinary General Meeting held on 25th March, 2017. The purchase price of the share issued/granted shares under this scheme to GPL Trust will be determined by the Board of Trustees of the GPL Trust in consultation with the board of directors of the company & Nomi-nation and Remuneration Committee of the Company.

Year Ended 31st March, 2018

Particulars No. of share options

Scheme 1 Scheme 2

Options outstanding at the beginning of the year 7,50,000 138040

Add: Shares Issued on exercise of Employee Stock Option Plan/ Scheme 0 0

Granted during the year 0 0

Vested/ Allotted during the year 0 0

Exercised during the year 0 0

Lapsed during the year 0 0

Forfeited during the year 0 0

Options outstanding at the end of the year 7,50,000 1,38,040

Options vested and exercisable at the end of the year 7,50,000 1,38,040

1.2 earning per share

Particulars 2017-18 2016-17

Profit (Loss) for the year (32,10,300) 39,599 No.of Equity shares 1,26,11,960 1,26,11,960 Basic earning per share 0.81 0.003 Diluted earning per share 0.65 0.003

1.3 Related Party transactions

Name of related party Nature of Nature Of Amount Amount Relation Transaction 2017-18 2016-17 Lenin Babu Poppoppu Director Sitting fee 1,15,000 1,00,000 Sridhar Kumar Venkata Sesha Sai Director Sitting fee 95,000 1,00,000 Sridevi Dasari Director Sitting fee 1,00,000 85,000 Jayaram Prasad Munnangi Director Sitting fee 20,000 41,000 Vijay Kumar Deekonda Whole time- Managerial 9,50,000 5,40,000

director Remuneration Priyanka Kumari KMP Remuneration 5,40,000 3,35,000

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ANNUAL REPORT 2017-18note - 2 Property,Plant and equipment

Description Office Computers Accounting Total equipments software

Gross carrying amount (Cost or deemed Cost) Cost as at 01 April 2016 - - - Additions 2,56,063 6,07,595 34,500 8,98,158 Disposals - - -

Cost as at 31 March 2017 2,56,063 6,07,595 34,500 8,98,158

Cost as at 01 April 2017 2,56,063 6,07,595 34,500 8,98,158 Additions 24,845 - 24,845 Disposals - - -

Cost as at 31 March 2018 2,80,908 6,07,595 34,500 9,23,003Depreciation and Impairment - Charge for the Year 6,390 20,281 681 27,352 Disposals -

As at March 31, 2017 6,390 20,281 681 27,352

Accumulated Depreciation 6,390 20,281 681 27,352 Charge for the year 67,094 1,99,816 3,646 2,70,556 Disposals -

As at March 31, 2018 73,484 2,20,097 4,327 2,97,908

net Carrying Value As at April 01, 2016 - - - - As at March 31, 2017 2,49,673 5,87,314 33,819 8,70,806 As at March 31, 2018 2,07,424 3,87,498 30,173 6,25,095

note 2 Intangible Assets

Description total

Gross carrying amount (Cost or deemed Cost) Cost as at 01 April 2016 Additions - Disposals -

Cost as at 31 March 2017 -

Cost as at 01 April 2017 Additions 3,00,00,000 Disposals

Cost as at 31 March 2018 3,00,00,000

Depreciation and Impairment Charge for the Year - Disposals -

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ANNUAL REPORT 2017-18

As at March 31, 2017 -

Accumulated Depreciation - Charge for the year - Disposals - As at March 31, 2018 - Net Carrying Value As at April 01, 2016 - As at March 31, 2017 - As at March 31, 2018 3,00,00,000

note 3 Investment Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Financial Assets: Investments - non-current Unquoted Investment carried at cost “Investment in equity instruments of 100% subsidiaries” “Tierra Agrotech Private Limited (No of Shares of Rs. 10/- each)” 3,58,41,763 - - total non Current Investments 3,58,41,763 - - Financial Assets: Investments - current Quoted Investment carried at fair value through profit or loss Equity Instruments 1,69,17,496 - - Investment carried at fair value through other comprehensive income Equity Instruments - 40,89,264 78,720

total Current Investments 1,69,17,496 40,89,264 78,720 total Investments 5,27,59,259 40,89,264 78,720

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ANNUAL REPORT 2017-18note 4Other financial assets - non-current

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Measured at Cost Security Deposits 11,16,000 11,16,000 - Advances Receivable 32,00,000 32,00,000 32,35,000 Other Advances - 25,400 30,000

total 43,16,000 43,41,400 32,65,000

note 5Financial Assets - current: trade receivables

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Unsecured

Considered Good - 76,12,951 1,27,34,063

total - 76,12,951 1,27,34,063

note 6Financial Assets - current: Loans

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Subsidiary Companies

Inter- corporate deposits 15,27,75,000 - -

total 15,27,75,000 - -

note 7Financial Assets - current: Cash and cash equivalents

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Cash in Hand 2,33,751 2,38,078 5,576 Cash at Bank: In Current Account 31,12,432 13,85,85,292 6,20,40,002

total 33,46,183 13,88,23,370 6,20,45,578

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ANNUAL REPORT 2017-18note 8other current assets

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Balances with Revenue Authorities 3,94,681 1,55,602 8,23,145 Capital Advances 3,08,12,955 6,33,79,599 3,70,00,000 Prepaid Insurance - - 3,743 Mat Credit Entitlement 11,442 11,442 -

total 3,12,19,078 6,35,46,643 3,78,26,888

note 9 share Capital

Particulars As at 31 March 2018 As at 31 March 2017

In number Amount (Rs.) In number Amount (Rs.)

Authorised Equity Shares of Rs.10/- each 2,00,00,000 20,00,00,000 2,00,00,000 20,00,00,000 Issued Equity Shares of Rs.10/- each fully paid 1,26,11,960 12,61,19,600 1,26,11,960 12,61,19,600 subscribed & Paid up Equity Shares of Rs.10/- each fully paid 1,26,11,960 12,61,19,600 1,26,11,960 12,61,19,600 total 1,26,11,960 12,61,19,600 1,26,11,960 12,61,19,600

Reconciliation of number of shares outstanding for the period

Particulars As at 31 March 2018 As at 31 March 2017

In number Amount (Rs.) In number Amount (Rs.)

equity shares

Shares outstanding at the beginning of the year 1,26,11,960 12,61,19,600 1,26,11,960 12,61,19,600

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 1,26,11,960 12,61,19,600 1,26,11,960 12,61,19,600

Details of shares held by holding company, ultimate holding company and their subsidiaries/associates are as below:

Particulars nature of As at 31 nature of As at 31 Relationship March 2018 Relationship March 2018

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ANNUAL REPORT 2017-18

Particulars of share Holders Holding more than 5% shares during the period

Particulars As at 31 March 2018 As at 31 March 2017

no. of % of no. of % of shares held Holding shares held Holding

equity shares

Jayaram Munnangi 10,89,250 8.64% 10,89,250 8.64%

B. Mohan Krishna 10,00,000 7.93% 10,00,000 7.93%

Task People Food & Services Private Limited 17,43,100 13.82% 17,43,100 13.82%

Vishwehwar Rao.K 20,05,750 15.90% 20,05,750 15.90%

“Adhbutham Business Solutions Private Limited

(Previousy known as Kensium Business Solutions Private Limited)” 23,00,000 18.24% 23,00,000 18.24%

total 81,38,100 65% 81,38,100 65%

86

ANNUAL REPORT 2017-18note 10 Financial Liabilities: Borrowings - non-current

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

secured 6%, Compulsorily Convertible Debentures (See Note i) 6,00,00,000 6,00,00,000 6%, Secured Redeemable Unlisted Non-Convertible Debentures (See Note ii) 5,00,00,000

total 11,00,00,000 6,00,00,000 -

note 11 Financial Liabilities: Borrowings - current

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Unsecured

Short term loan and advances from Others payable on demand 50,00,000 - -

total 50,00,000 - -

note: the details of Debentures are as follows:

Face Value per Date of Allotment “As At 31-03-2018 Interest for Terms of repaymentdebenture (Rs.) in Rs.” the year for debentures

2017-18 outstanding as on 31-3-2018

100 6,00,00,000 6%

“security: Note : The 6%, 5,00,000 Secured Redeemable Unlisted Non-Convertible Debentures are secured by the Movable and Current assets of the of the Company and of the Wholly Owned Subsidiary of the Company.”

16th July, 2016 [converted in to Compulsorily Convertible Debentures from Unlisted Redeemable, Secured Non-Convertible Debentures of Rs. 100 each (“URSNCD”) vide their resolutions passed on 8th November, 2016 through postal ballot]

“ Redeemable at parat the end of 5th year from the date of allotment.

100 22nd November, 2017 5,00,00,000 6%

The CCDs are eligible to be converted into fully paid up Equity Shares of the Company at the conversion price of Rs. 20 Each (including a premium of Rs. 10).

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ANNUAL REPORT 2017-18note 12 Financial liabilities - current: trade payables

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Due to Others 4,16,503 78,23,312 1,25,92,135

total 4,16,503 78,23,312 1,25,92,135

note 13Other financial liabilities - current

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Other Payables 3,68,871 3,86,308 1,08,864

Interest accrued but not due on borrowings 34,00,891 22,99,069 -

total 37,69,762 26,85,377 1,08,864

note no 14Current liabilities: Provisions

Particulars As at 31 As at 31 As At 01 March 2018 March 2017 April 2016

Provision Income Tax - 11,442 8,51,020

total - 11,442 8,51,020

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ANNUAL REPORT 2017-18

note 15 Revenue from operations

Particulars Year ending 31st Year ending 31st March, 2018 March, 2017

Sale of Products 9,08,100 -

Sale of licence - 8,90,126

Creditors Written off - 42,767 total 9,08,100 9,32,893

note 16other Incomes

Particulars Year ending 31st Year ending 31st March, 2018 March, 2017 Interest Income 25,05,205 5,55,685 Profit on Redemption of Debt Mutual Fund 21,65,114 - Net gain on Investment designated at fair value through profit and loss 14,15,571 - Rent Received 1,16,000 29,000 Profit/sale on mutual fund redemptiom - 67,05,624 Dividend income from Shares 77,126 15,548 Other Incomes 1,422 2,35,143 total 62,80,437 75,41,000

note 17Purchases of stock-in-trade

Particulars Year ending 31st Year ending 31st March, 2018 March, 2017 Purchases 8,73,000 - total 8,73,000 -

note 18Employee Benefit Expenses

Particulars Year ending 31st Year ending 31st March, 2018 March, 2017 Salaries, Wages & Bonus 3,60,000 7,60,000 Director Remuneration 9,50,000 5,40,000

Renumeration to Company Secretary 5,40,000 - total 18,50,000 13,00,000

89

ANNUAL REPORT 2017-18note 19Finance Charges

Particulars Year ending 31st Year ending 31st March, 2018 March, 2017 Interest Paid on Debentures 46,78,767 25,54,521 total 46,78,767 25,54,521

note 20other expenses

Particulars Year ending 31st Year ending 31st March, 2018 March, 2017 Accounting Expenses - 3,600 Advertisement Expenses 79,233 59,272 Bank Charges 19,218 21,734 Brokerage Expense - 36,658 Certification Charges - 25,908 Director Sitting Fee 3,30,000 3,26,000 Debenture Trustee Remuneration 67,808 50,000 Donations 10,000 - Foreign Exchange Loss 3,67,404 9,689 Transportation Expenses - - Electricity Charges 1,44,901 14,788 Expenditure on increased authorised share capital - 4,50,000 Expenditure incurred for shifting registered office - 1,90,000 Insurance Charges - 3,743 Interest on Income Tax - - Internal Audit Fee 15,000 15,000 Listing Expenses 2,87,500 2,29,000 Merchant Bankers fee - 2,30,000 Printing & Stationery 77,303 63,171 Processing Charges - 3,45,000 Professional Charges 1,63,750 10,59,000 Professional Tax - 5,000 Filing charges - 2,49,600 Rates and Taxes 3,71,260 3,01,274 Rent 17,26,050 6,79,130 Travelling Expenses 24,576 45,975 Telephone Expenses 5,614 1,962 Other Expenses 41,837 45,492 Payment to Auditors - a) Audit Fee 1,00,000 60,375 b) for certification fees 7,500 - total 38,38,953 45,21,371

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ANNUAL REPORT 2017-18note no. 21 Reconciliation of equity as previously reported under Previous GAAP (I GAAP) to Ind As as at March 31, 2017

IGAAP effect of Ind As transition to Ind AsAssets non current assets a) Property,Plant and Equipment 8,70,806 - 8,70,806 b) Intangible assets - - c) Financial Assets (i) Investments - - - d) Other Non Current Assets 43,41,400 - 43,41,400 e) Deffered tax Assets (Net) - Current assets a) Inventories - - - b) Financial Assets - - i) Investments 39,13,440 1,75,824 40,89,264 ii) Trade Receivables 76,12,951 - 76,12,951 iii) Loans - - iv) Cash and cash equivalents 13,88,12,768 10,603 13,88,23,371 c) Other current assets 6,35,46,643 - 6,35,46,643 21,90,98,008 1,86,427 21,92,84,435 equity and liabilities equity a) Share Capital 12,61,19,600 12,61,19,600 b) Other Equity 2,24,37,829 1,75,824 2,26,13,653 Liabilities non - current liabilities: (a) Financial Liabilities - a) Borrowings 6,00,00,000 - 6,00,00,000 b) Deffered tax Liabilities (Net) 31,051 - 31,051 Current liabilities (a) Financial Liabilities a) Borrowings - - - b) Trade payables 78,23,312 - 78,23,312 c) Other financial liabilities 26,85,377 - 26,85,377 d) Provisions 11,442 - 11,442 total equity and Liabilities 21,91,08,611 1,75,824 21,92,84,435 * The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.

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ANNUAL REPORT 2017-18note no. 22 Reconciliation of equity as previously reported under Previous GAAP (I GAAP) to Ind As as at April 1, 2016:

Reclass effect of Ind As Previous transition to GAAP* Ind AsAssets non current assets a) Property,Plant and Equipment - - - b) Intangible assets - - c) Financial Assets - - - (i) Investments - - - d) Other Non Current Assets 32,65,000 - 32,65,000 e) Deffered tax Assets (Net) - - - Current assets a) Inventories - - - b) Financial Assets - - - i) Investments 78,720 - 78,720 ii) Trade Receivables 1,27,34,063 - 1,27,34,063 iii) Loans - - - iv) Cash and cash equivalents 6,20,45,578 - 6,20,45,578

c) Other current assets 3,78,26,888 - 3,78,26,888 11,59,50,249 - 11,59,50,249 equity and liabilities equity a) Share Capital 10,00,00,000 - 10,00,00,000 b)Other Equity 23,98,230 - 23,98,230 Liabilities non - current liabilities: (a) Financial Liabilities a) Borrowings - - - b) Deffered tax Liabilities (Net) - - - Current liabilities - - - (a) Financial Liabilities - - - a) Borrowings - - - b) Trade payables 1,25,92,135 - 1,25,92,135 c) Other financial liabilities 1,08,864 - 1,08,864 d) Provisions 8,51,020 - 8,51,020 total equity and Liabilities 11,59,50,249 - 11,59,50,249 * The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.

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ANNUAL REPORT 2017-18

Note No. 23 Reconciliation of Statement of Profit and Loss as previously reported under Previous GAAP (IGAAP) to Ind As for the year ended March 31, 2017

Reclass effect of Ind As Previous transition to GAAP* Ind AsRevenue Revenue from operations 9,32,893 - 9,32,893 Other income 75,41,000 - 75,41,000 total Revenue (i) 84,73,893 - 84,73,893 expenses Cost of materials consumed - - - Purchases of Stock-in-Trade - - - Changes in inventories of raw material & work-in-progress - - - Employee benefit expenses 13,00,000 - 13,00,000 Finance costs 25,54,521 - 25,54,521 Depreciation and amortization expense 27,351 - 27,351 Other expenses 45,21,371 - 45,21,371 total expenses (ii) 84,03,243 - 84,03,243 Profit before exceptional and extraordinary items and tax (i-ii) 70,650 - 70,650 Exceptional items - - Profit before tax 70,650 - 70,650 tax expense: Current Tax 11,442 11,442 Less: MAT credit entitlement (11,442) (11,442)Deferred Tax 31,051 31,051 total tax expense 31,051 - 31,051 Net profit after tax 39,599 - 39,599 other Comprehensive Income A Items that will not be reclassified to profit or loss - - - B Items that will be reclassified to profit or loss - Remeasurement of Investments - 1,75,824 1,75,824 Income tax effect - - Total other comprehensive income/(expense) - 1,75,824 1,75,824 “total Comprehensive Income for the Year(Comprising Profit (Loss) and Other Comprehensive Income for the Year)” 39,599 1,75,824 2,15,423 * The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.

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ANNUAL REPORT 2017-18note no. 24 Reconciliation of total equity as at March 31, 2017 and April 1, 2016

March 31, 2017 April 1, 2016

total equity (shareholder’s fund) as per previous GAAP 14,85,57,429 10,23,98,230

Adjustments Fair valuation of equity investment - FVOCI 1,75,824 - Tax effect of above adjustment - - Other Adjustment - total adjustments 1,75,824 - total equity as per Ind As 14,87,33,253 10,23,98,230 note no. 25 Reconciliation of total comprehensive income for the year ended March 31, 2017

Profit after tax as per previous GAAP 39,599 Adjustments Fair valuation of equity investment - FVOCI 1,75,824 Tax effect of above adjustment - Other Adjustment -

Profit after tax as per Ind AS 2,15,423

other comprehensive income

total comprehensive income as per Ind As 2,15,423

As per our report of even date For RAMAsAMY KotesWARA RAo AnD Co LLP, For and on behalf of the Board Chartered Accountants Firm Registration Number :010396S/S200084 Vijay Kumar Deekonda sridevi Dasari C V Koteswara Rao Director Director Partner DIN:06991627 DIN:07512095 M.No: 028353 Place:Hyderabad Priyanka Kumari Date: 30-05-2018 Company Secretary

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ANNUAL REPORT 2017-18

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ANNUAL REPORT 2017-18INDEPENDENT AUDITOR’S REPORT

To the Members of GRANDEUR PRODUCTS LIMITED

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying Consolidated Ind AS financial statements of GRANDEUR PRODUCTS LIMITED(“the Holding Company”) and its subsidiaries (‘the Holding Company and its Subsidiaries together referred to as the group”), which comprise the consolidated Balance Sheet as at March 31, 2018, the Statement of consolidated Profit and Loss, including consolidated Other Comprehensive Income and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (together hereinafter referred to as “Consolidated Ind AS financial statements”).

Management’s Responsibility for the consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these Consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the financial position, financial performance including consolidated other comprehensive income and consolidated statement of changes in equity of the Group in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Ind AS financial statements by Board of Directors of the Holding Company that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Consolidated Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Consolidated Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their report referred to in sub-paragraphs (a) of the Other Matters paragraph

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ANNUAL REPORT 2017-18below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the other auditors on separate financial statements the Consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of consolidated affairs of the Company as at March 31, 2018, its consolidated Loss including consolidated other comprehensive income and the changes in equity for the year ended on that date.

Other Matters

We did not audit the financial statements of subsidiary, whose financial statements reflect total assets of Rs.56,34,02,010 as at 31st March, 2018, total revenues of Rs.10,81,85,817 and net Loss amounting to Rs.2,93,81,089 for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion is based solely on the reports of the other auditors.

Our opinion is not qualified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by section 143 (3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our Knowledge and belief were necessary for the purpose of our audit;

b) 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;

c) The Consolidated Balance Sheet, Statement of Consolidated Profit and Loss including Consolidated Other Comprehensive Income and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Consolidated Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors Group companies incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

f) 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” to this report;

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

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i. The Company does not have any pending litigations on its financial position in its Consolidated Ind AS financial statements

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

For Ramasamy Koteswara Rao and Co LLP Chartered Accountants Firm Registration Number: 010396S/S200084

(C V Koteswara Rao)Place: Hyderabad PartnerDate: 30-05-2018 Membership No.028353

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ANNUAL REPORT 2017-18ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED

FINANCIAL STATEMENTS OF GRANDEUR PRODUCTS LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of GRANDEUR PRODUCTS LIMITED

We have audited the internal financial controls over financial reporting of GRANDEUR PRODUCTS LIMITED (“the holding company”), its subsidiaries (‘the holding company and its subsidiaries together referred to as the group”) as of march 31, 2018 in conjunction with our audit of the Consolidated financial statements of the company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the 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 Company’s internal financial controls over financial reporting 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”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and 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 controls 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

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;

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ANNUAL REPORT 2017-18(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 authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 the 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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 Ramasamy Koteswara Rao and Co LLP, Chartered Accountants Firm Registration Number: 010396S/S200084

(C V Koteswara Rao)Place: Hyderabad PartnerDate: 30-05-2018 Membership No.028353

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ANNUAL REPORT 2017-18 Consolidated Balance sheet as at 31st March, 2018

(Amount In `) Particulars Note No. As at 31.03.2018EQUITY AND LIABILITIES a) Property,Plant and Equipment 2 1,01,03,160 b) Intangible assets 2 41,07,97,395 b) Goodwill on Consolidation 17,25,25,500 c) Financial Assets - (i) Investments 3 25,00,000 d) Other Non Current Assets 4 53,61,223 e) Deffered tax Asset (Net) 10,25,836

Total Non-Current Assets 60,23,13,114 Current Assets a) Inventories 5 12,60,45,152 b) Financial Assets i) Investments 3 1,69,17,496 ii) Trade Receivables 6 3,95,23,333 iii) Loans - c) Cash and cash equivalents 7 1,39,47,319 d) Other current assets 8 4,07,77,598

Total Current Assets 23,72,10,898 Total Assets 83,95,24,012 Equity and Liabilities Equity a) Share Capital 9 12,61,19,600 b)Other Equity 14,24,445 Total Equity 12,75,44,045 Liabilities Non - current liabilities: (a) Financial Liabilities i) Borrowings 10 11,00,00,000 (b) Provisions 11 83,204 (c) Other Non-Current liabilities 12 22,59,22,500

Total Non-Current Liabilities 33,60,05,704 Current liabilities (a) Financial Liabilities a) Borrowings 13 50,00,000 b) Trade payables 14 17,01,01,336 c) Other financial liabilities 15 19,34,76,962 d) Short Term Provisions 16 73,95,964

Total Current liabilities 37,59,74,262 Total Equity and Liabilities 83,95,24,012 Notes forming part of the financial statements 1 to 28 The accompanying notes are an integral part of these financial statements As per our report of even date For Ramasamy Koteswara Rao and Co LLP For and on behalf of the Board Chartered Accountants Vijay Kumar Deekonda Sridevi Dasari Firm Registration Number :010396S/S200084 Director Director DIN:06991627 DIN:07512095 C V Koteswara Rao Partner Priyanka Kumari M.No: 028353 Company Secretary

Place:Hyderabad Date: 30-05-2018

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ANNUAL REPORT 2017-18 Consolidated Profit and loss statement for the year ended 31.03.2018

(Amount In `) Particulars Note No. As at 31.03.2018I. Revenue from operations 17 10,90,93,917 II. Other income 18 89,38,535 11,80,32,452 III. Total Revenue (I + II) IV. Expenses: Cost of materials consumed 19 (8,71,72,597) Purchases of Stock-in-Trade 20 12,39,67,354 Changes in inventories of finished goods

work-in-progress and Stock-in-Trade - Employee benefits expense 21 4,33,34,020 Finance costs 22 1,31,04,676 Depreciation and amortization expense 13,72,638 Other expenses 23 5,83,65,401 15,29,71,492 V. Profit before exceptional and extraordinary items and tax (III-IV) (3,49,39,040)VI. Exceptional items - VII. Profit before extraordinary items and tax (V - VI) (3,49,39,040)VIII. Extraordinary Items IX. Profit before tax (VII- VIII) (3,49,39,040)X Tax expense: (1) Current tax 4,29,959 (2) Deferred tax (23,47,651) (3) MAT Credit Entitlement (4,29,959)XI Profit (Loss) for the year (3,25,91,389) Other comprehensive income A. (i) Items that will not be reclassified to profit or loss Remeasurements of leave encashment on employee benefits - (ii) Items that will be reclassified to profit or loss - Remeasurement of Investments 1,14,12,784 B (i) Income tax relating to items that will be reclassified to profit or loss 19,94,262 Total other comprehensive income net of taxes 1,34,07,046 Total comprehensive income for the period (1,91,84,343)XVI Earnings per equity share: (1) Basic (1.52) (2) Diluted (1.23) Notes forming part of the financial statements 1 to 28

As per our report of even date For Ramasamy Koteswara Rao and Co LLP For and on behalf of the Board Chartered Accountants Vijay Kumar Deekonda Sridevi Dasari Firm Registration Number :010396S/S200084 Director Director DIN:06991627 DIN:07512095 C V Koteswara Rao Partner Priyanka Kumari M.No: 028353 Company Secretary

Place:Hyderabad Date: 30-05-2018

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ANNUAL REPORT 2017-18 Consolidated Cash flow statement for the period ended 31st March 2018

(Amount In `) Particulars Note No. As at 31.03.2018A. CASH FLOWS FROM OPERATING ACTIVITIES: Net profit before taxation, and extraordinary items (1,60,85,525)Adjusted for : Finance Charges 1,64,32,964 Interest Income (25,05,205)Profit on Redemption of Mutual Funds (21,65,114)Revaluation of Investment - Dividend Income (77,126)Rent Received (1,16,000)Depreciation 22,55,398 Operating profits before working capital changes (22,60,607)Changes in current assets and liabilities Inventories (2,82,54,749) Trade Receivables (1,79,87,050) Other Current assets 2,38,60,010 Loans (15,27,75,000) Other Non Current assets (19,600) Borrowings 50,00,000 Trade Payables 4,48,22,653 Other Financial Liabilities 5,72,40,704 Short Term Provisions 71,24,066 Cash generated from operations (6,32,49,574) Income tax paid (26,92,789) Net cash generated from operating activities (6,59,42,363)B. CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets and change in capital wip (37,66,06,982)Purchase of Investment (15,96,33,146)Dividend Income 77,126 Rent Received 1,16,000 Profit on Redemption of Mutual Funds 21,65,114 Interest Income 25,05,205 Net cash used in investing activities (53,13,76,684)C. CASH FLOWS FROM FINANCING ACTIVITIES: Changes in Share Capital 2,50,00,000 Changes in Borrowings 40,85,59,551 Interest paid (1,64,32,964) Net cash generated in financing activities 41,71,26,587 D. Net increase / (decrease) in cash and cash equivalents (18,01,92,459)E. Cash and cash equivalents at the beginning of the year 19,41,39,778 Cash and cash equivalents at the end of the year 1,39,47,319 Reconciliation of cash and cash equivalents Balances with banks 1,37,24,173 Cash-in-hand 2,23,146 Cash and Cash Equivalent as per Cash Flow Statement 1,39,47,319

For Ramasamy Koteswara Rao and Co LLP For and on behalf of the Board Chartered Accountants Vijay Kumar Deekonda Sridevi Dasari Firm Registration Number :010396S/S200084 Director Director DIN:06991627 DIN:07512095 C V Koteswara Rao Partner Priyanka Kumari M.No: 028353 Company Secretary

Place:Hyderabad Date: 30-05-2018

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ANNUAL REPORT 2017-18 Notes forming part of the financial statements

1 Corporate information

“Grandeur Products Limited (‘the company’) and its Subsidiaries (hereinafter collectively referred to as “the Group”) is in the business of Seed Research & Marketing of Seeds and related products . The Company was incorporated on 3rd January, 1983 in Kolkata and listed on BSE dated 21st July, 2015. The principal accounting policies applied in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The consolidated financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on 30th May, 2018.

1.1 Significant Accounting Policies

(i) Basis of preparation of financial statements

These consolidated financial statements have been prepared in accordance Indian Accounting Standards (Ind As) according to the notification issued by the Ministry of Corporate Affairs 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 with effect from April 1, 2017

Previous periods have been restated to Ind AS and In accordance with Ind AS 101-First-time Adoption of Indian Accounting Standards, the Company has presented a reconciliation from the presentation of consolidated financial statements under Ind As For the year ended March 31, 2016, the Company had earlier prepared and presented its consolidated financial statements in accordance with accounting standards notified under section 133 of the Companies Act, 2013 (Indian GAAP). Reconciliations and description of the effect of the transition to Ind AS from Indian GAAP is given in Note.

The consildated financial statements are prepared in accordance with the principles and procedures required for the preparation and presentation of consolidated financial statements as laid down under the Ind AS 27 “Consolidated and Separate Financial Statements”. The Consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Accounting policies are consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in accounting policy hither to in use. Where a change in accounting policy is necessiated due to changed circumstances, detailed disclosures to that effect along with the impact of such change is duly diclosed in the consolidated financial statements.

The consolidated financial statements of the Group have been prepared based on a line-by-line consolidation of the financial statements of the Company and its subsidiaries. All material inter-Company balances and transactions are eliminated on consolidation. The Company applied consolidated financial statement from the date of Acquisition.

The following are the details of subsidiaries considered for the purpose of Consolidation:”

Name of the Enterprise Country of Share holding / Date of Acqusition Incorporation controlling Interest Tierra Agrotech Private Limited India 100% 24th August, 2017

Xylem Seeds Private Limited India 100 % Shareholding held by 24th March, 2018 Tierra Agrotech Private limited

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ANNUAL REPORT 2017-18(ii) Use of Accounting Estimates

The preparation of consildated financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of consolidated financial Statements, the reported amount of revenues and expenses during the reported period and disclosure of contingent liabilites. Management believes that the estimates used in the preparation of consolidated financial statements are prudent and reasonable. Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in the current and future periods.

(iii) Revenue recognition

Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collection. Interest Income is recognised on an accrual basis.

(iv) Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset.

Capital work-in-progress comprises the cost of the fixed assets that are not yet ready for their intended use at the balance sheet date.

(v) Depreciation and Goodwill

a) Depreciation is provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

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

b) Goodwill has been recognized on consolidation of investment in subsidiaries with the parent company.

(vi) Intangible Assets

Intangible assets are stated at cost less accumulated amortization and impairment if any. Intangible assets are amortized over their respective estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. The estimated useful lives of intangible asset is as follows:

Type of Asset Useful life Other Intangible Asset 10 Years

(vii) Inventories

Inventories are valued at lower of cost and net realisable

(viii) Employee Benefits

Defined Contribution Plans “a. Gratuity

In accordance with the Payment of Gratuity Act, 1972, the group provides for gratuity, a defined retirement plan (the “Gratuity Plan”) covering the eligible employees. The Gratuity Plan provides a lump

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ANNUAL REPORT 2017-18sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee salary and the tenure of employment. Liability with regard to the Gratuity Plan are determined by actuarial valuation as of the balance sheet date, based upon which, the company contributes the ascertained liabilities to the Name of the company Life Insurance Corporation of India.

b. Provident fund

Eligible employees receive benefits from a provident fund, which is a defined contribution plan. Aggregate contributions along with interest thereon is paid at retirement, death, incapacitation or termination of employment. Both the employee and the company make monthly contributions to the Regional Provident Fund Commissioner equal to a specified percentage of the covered employee’s salary.

c. Employee State Insurance Fund:

Eligible employees (whose gross salary is less than Rs.15,000 per month) are entitled to receive benefit under employee state insurance fund scheme. The employer makes contribution to the scheme at a predetermined rate (presently 4.75%) of employee’s gross salary. The Company has no further obligations under the plan beyond its monthly contributions. These contributions are made to the fund administered and managed by the Government of India. The group monthly contributions are charges to income in the year it is incurred.”

(ix) Research and development

Revenue expenditure incurred on research and development is expensed as incurred. Capital expenditure incurred on research and development is depreciated on straight-line method, pro-rata for the period of usage, in accordance with the rates prescribed under schedule II to the Companies Act, 2013.

(x) Foreign Currency Transactions

“The company translates all foreign currency transactions at Exchange Rates prevailing on the date of transactions. Exchange rate differences resulting from foreign exchange transactions settled during the year are recognized as income or expenses in the period in which they arise.

Monetary current assets and monetary current liabilities that are denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is also recorded in the profit and loss account.”

(xi) Taxes on Income

Income tax comprises current income tax and deferred tax. Income tax expense is recognized in the statement of profit and loss except to the extent it relates to items directly recognized in equity or in other comprehensive income.

a) Current income tax: Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted by the reporting date and applicable for the period. The Company off sets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis or to realize the asset and liability simultaneously.

b) Deferred tax: Deferred tax asset and liabilities are measured at the tax rates that are expected to apply to the period when the asset / liability is realized, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred Tax assets are recognized and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

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ANNUAL REPORT 2017-18 c) MAT credit is recognized as an asset only, and to the extent, there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the Mat credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT Credit entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT credit entitlement to the extent there is no longer convincing evidence to the effect that company will pay normal income tax during the specified period.

(xii) Earning Per Share (EPS)

The Company presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.”

(xiii) Investments

Long term quoted investments are stated at cost & all other investments are carried at lower of cost or fair value.

(xiv) Impairment of non-financial assets

“The Company assess at each reporting date whether there is any indication that the carrying amount may not be recoverable. If any such indication exists, then the asset’s recoverable amount is estimated and an impairment loss is recognised if the carrying amount of an asset or Cash generating unit (CGU) exceeds its estimated recoverable amount in the statement of profit and loss.

Goodwill is tested annually for impairment. For the purpose of impairment testing, goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.”

(xv) Provisions and Contingent Liabilities

A Provision is recognized if, as a result of past event, the Company has a present legal obligation that is reasonbly estimable, and it is probable that an outflow of economic benefits will be required to settle the present obligation. Provisions are determined by the best estimate of the outflow of economic benefits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

(xvi) Financial Instruments

A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability or equity of another entity.

Initial Recognition

Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit and loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Subsequent Measurement

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ANNUAL REPORT 2017-18 Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding if any.

Financial assets at fair value through other comprehensive income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved both by collectiong contractual cash flows on specified dates to cash flows that are solely payments of principal and interest on the amount outstanding and selling financial assets.

Financial assets at fair value through Profit and Loss

Financial assets are measured at fair value through profit and loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs that are directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss. Financial liabilities

Financial liabilities are classified as measured at amortised cost or Fair Value Through Profit and Loss Account (FVTPL). A financial liability is classified as at FVTPL if it is classified as heldfor-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in statement of profit and loss. Any gain or loss on derecognition is also recognised in statement of profit and loss. “Impairment of financial assets

Intangible assets and Property, Plant and Equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. “ “Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above are considered an integral part of the Company’s cash management.

Cash dividend to equity holders

The Company recognises a liability to make cash to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. Interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.”

(xvii) Cash flow statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the company and the group are segregated.

108

ANNUAL REPORT 2017-181.2 First time adoption of Ind AS

These consolidate financial statements of Grandeur Products Limited and its subsidiaries for the year ended March 31, 2018 have been prepared in accordance with Ind AS. For the purpose of transition to Ind AS, the Company has followed the guidance prescribed in Ind AS 101, First time adoption of Indian Accounting Standards, with April 1, 2016 as the transition date and IGAAP as the previous GAAP The transition to Ind AS has resulted in changes in the presentation of the consolidated financial statements, disclosures in the notes thereto and accounting policies and principles. The accounting policies set out in Note 2 have been applied in preparing the consolidated financial statements for the year ended March 31, 2018 and the comparitive information. An explanation of how the transition from previous GAAP to Ind AS has affected the Group’s consolidated Balance Sheet and Statement of Profit and Loss, is set out in notes.

Exemptions availed on first time adoption of Ind AS 101

a. Business Combinations

Reconciliations :

The following reconciliations provide the effect of transition to Ind AS from IGAAP in accordance with Ind AS 101

1. Equity as at April 1, 2016 and March 31, 2017 2. Net Profit for the year ended March 31, 2017

1.3 Earning per share

Particulars 2017-18 Profit (Loss) for the year (3,25,91,389) No.of Equity shares 1,26,11,960 Basic earning per share (1.52) Diluted earning per share (1.23)

109

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ANNUAL REPORT 2017-18

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111

ANNUAL REPORT 2017-18

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112

ANNUAL REPORT 2017-18Note 3 Investment Particulars As at 31 March 2018

Financial Assets: Investments - non-current Unquoted Investment carried at cost “Investment in equity instruments “Tidas Agrotech Private Limited (No of Shares of Rs. 10/- each)” 25,00,000 Total Non Current Investments 25,00,000

Financial Assets: Investments - current Quoted Investment carried at fair value

through profit or loss Equity Instruments 1,69,17,496 Total Current Investments 1,69,17,496 Total Investments 1,94,17,496

Note 4Other financial assets - non-current

Particulars As at 31 March 2018 Measured at Cost Security Deposits 11,81,000 Advances Receivable 32,00,000 Other Receivables 9,80,223

Total 53,61,223

Note 5Financial Assets - current: Inventories

Particulars As at 31 March 2018

Packing Material 6,49,831 Seeds 12,53,95,321 Total 12,60,45,152

113

ANNUAL REPORT 2017-18Note 6Financial Assets - current: Trade receivables

Particulars As at 31 March 2018 Unsecured - Considered Good 3,95,23,333

Total 3,95,23,333

Note 7Cash and cash equivalents

Particulars As at 31 March 2018 Cash in Hand 2,23,146 Cash at Bank: - In Current Account 1,37,24,173

Total 1,39,47,319

Note 8Other Current Assets

Particulars As at 31 March 2018 Balances with Revenue Authorities 3,94,681 Capital Advances 3,08,12,955 Advances to Suppliers 82,00,563 Prepaid Expenses 11,47,452 Interest Receivable 49,040 Staff Advances 1,61,465 Mat Credit Entitlement 11,442 Total 4,07,77,598

114

ANNUAL REPORT 2017-18

Note 9 Share Capital

Particulars As at 31 March 2018 Number Amount (Rs.) AuthorisedEquity Shares of Rs.10/- each 2,00,00,000 20,00,00,000 Issued Equity Shares of Rs.10/- each fully paid 1,26,11,960 12,61,19,600 Subscribed & Paid up Equity Shares of Rs.10/- each fully paid 1,26,11,960 12,61,19,600 Subscribed but not fully Paid up Equity Shares of Rs.10/- each fully paid - - Total 1,26,11,960 12,61,19,600

Reconciliation of number of shares outstanding for the period

Particulars As at 31 March 2018 Number Amount (Rs.) Equity Shares Shares outstanding at the beginning of the year 1,26,11,960 12,61,19,600 Shares Issued during the year - - Shares bought back during the year - - Shares outstanding at the end of the year 1,26,11,960 12,61,19,600

Particulars of Share Holders Holding more than 5% shares during the period

Particulars As at 31 March 2018 Number Amount (Rs.) Jayaram Munnangi 10,89,250 8.64%

B. Mohan Krishna 10,00,000 7.93%

T. Satish 4,46,190 3.54%

Task People Food & Services Private Limited 17,43,100 13.82%

Vishwehwar Rao.K 20,05,750 15.90%

“Adhbutham Business Solutions Private Limited (Previousy known as Kensium Business Solutions Private Limited)” 23,00,000 18.24%

Employee Welfare Trust 6,11,960 4.85%

Total 91,96,250 72.92%

115

ANNUAL REPORT 2017-18Note 10 Financial Liabilities: Borrowings - non-current

Particulars As at March 2018

Secured 6%, Compulsorily Convertible Debentures (See Note i)” 6,00,00,000 6%, Secured Redeemable Unlisted Non-Convertible Debentures (See Note ii) 5,00,00,000

Total 11,00,00,000

Note: The details of Debentures are as follows:

Face Value per Date of Allotment “As At 31-03-2018 Interest for Terms of repaymentdebenture (Rs.) in Rs.” the year for debentures

2017-18 outstanding as on 31-3-2018

100 6,00,00,000 6%

“Security: Note : The 6%, 5,00,000 Secured Redeemable Unlisted Non-Convertible Debentures are secured by the Movable and Current assets of the of the Company and of the Wholly Owned Subsidiary of the Company.”

Note 11 Non Current Liabilities: Provisions

Particulars As at March 2018

Provision for Gratuity 83,204

Total 83,204

16th July, 2016 [converted in to Compulsorily Convertible Debentures from Unlisted Redeemable, Secured Non-Convertible Debentures of Rs. 100 each (“URSNCD”) vide their resolutions passed on 8th November, 2016 through postal ballot]

“ Redeemable at parat the end of 5th year from the date of allotment.

100 22nd November, 2017 5,00,00,000 6%

The CCDs are eligible to be converted into fully paid up Equity Shares of the Company at the conversion price of Rs. 20 Each (including a premium of Rs. 10).

116

ANNUAL REPORT 2017-18Note 12Other Non Current Liabilities

Particulars As at March 2018 Unsecured Loans from Related Parties Tierra Seed Science Private Limited 1,10,67,532 Security Deposit 1,92,79,968 Loans from Others 19,55,75,000 Total 22,59,22,500

Note 13Financial Liabilities: Borrowings - current

Particulars As at March 2018 Unsecured Short term loan and advances from Others payable on demand 50,00,000 Total 50,00,000

Note 14Financial liabilities - current: Trade payables

Particulars As at March 2018

Due to Others 17,01,01,336 Total 17,01,01,336

Note 15Other Financial Laibilities

Particulars As at March 2018 Other Payables 1,87,60,033 Advance From Customers 17,13,16,038Interest accrued but not due on borrowings 34,00,891

Total 19,34,76,962 Note No 16Short-term Provisions

Particulars As at March 2018

Provision for Interest -

Total 73,95,964

117

ANNUAL REPORT 2017-18Note 17 Revenue from Operations

Particulars Year Ending 31st March, 2018

Sale of Products 10,90,93,917 Sale of licence - Creditors Written off -

Total 10,90,93,917

Note 18Other Incomes

Particulars Year Ending 31st March, 2018

Interest Income 51,09,103 Profit on Redemption of Debt Mutual Fund 21,65,114 Net gain on Investment designated at fair value through profit and loss 14,15,571 Rent Received 1,01,500 Profit/sale on mutual fund redemptiom Dividend income from Shares 77,126 Other Incomes 70,122 Total 89,38,535

Note 19Cost of materials consumed

Particulars Year Ending 31st March, 2018 Opening Stock: Packing Material - Seeds 3,88,72,555 Closing Stock - Packing Material 1,26,49,831 Seeds 11,33,95,321

Total (8,71,72,597)

Note 20Purchases of Stock-in-Trade

Particulars Year Ending 31st March, 2018 Purchases 12,39,67,354

Total 12,39,67,354

118

ANNUAL REPORT 2017-18Note 21Employee Benefit Expenses

Particulars Year Ending 31st March, 2018 Salaries, Wages & Bonus 4,18,44,020 Director Remuneration 9,50,000 Renumeration to Company Secretary 5,40,000 Contribution to PF and ESIC - Staff Welfare Expenses -

Total 4,33,34,020

Note 22Finance Charges

Particulars Year Ending 31st March, 2018 Interest Paid on Debentures 46,78,767

Interest Paid to Others 84,25,909

Total 1,31,04,676

Note 23Other Expenses

Particulars Year Ending 31st March, 2018 Administration Expenses 2,81,77,083 Director Sitting Fee 3,30,000 Debenture Trustee Remuneration 67,808 Foreign Exchange Loss 3,67,404 Listing Expenses 2,87,500 Professional Charges 51,88,076 Sales & Marketing Expenses 2,22,21,481

Rent 17,26,050

Total 5,83,65,401

119

ANNUAL REPORT 2017-18Note No. 24 Reconciliation of equity as previously reported under Previous GAAP (I GAAP) to Ind AS as at March 31, 2017

IGAAP Effect of Ind AS transition to Ind ASAssets Non current assets a) Property,Plant and Equipment 8,70,806 - 8,70,806 b) Intangible assets - - c) Financial Assets (i) Investments - - - d) Other Non Current Assets 43,41,400 - 43,41,400 e) Deffered tax Assets (Net) - Current assets a) Inventories - - - b) Financial Assets - - i) Investments 39,13,440 1,75,824 40,89,264 ii) Trade Receivables 76,12,951 - 76,12,951 iii) Loans - - iv) Cash and cash equivalents 13,88,12,768 10,603 13,88,23,371 c) Other current assets 6,35,46,643 - 6,35,46,643 21,90,98,008 1,86,427 21,92,84,435 Equity and liabilities Equity a) Share Capital 12,61,19,600 12,61,19,600 b) Other Equity 2,24,37,829 1,75,824 2,26,13,653 Liabilities Non - current liabilities: (a) Financial Liabilities - a) Borrowings 6,00,00,000 - 6,00,00,000 b) Deffered tax Liabilities (Net) 31,051 - 31,051 Current liabilities (a) Financial Liabilities a) Borrowings - - - b) Trade payables 78,23,312 - 78,23,312 c) Other financial liabilities 26,85,377 - 26,85,377 d) Provisions 11,442 - 11,442 Total Equity and Liabilities 21,91,08,611 1,75,824 21,92,84,435 * The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.

120

ANNUAL REPORT 2017-18Note No. 25 Reconciliation of equity as previously reported under Previous GAAP (I GAAP) to Ind AS as at April 1, 2016:

Reclass Effect of Ind AS Previous transition to GAAP* Ind ASAssets Non current assets a) Property,Plant and Equipment - - - b) Intangible assets - - c) Financial Assets - - - (i) Investments - - - d) Other Non Current Assets 32,65,000 - 32,65,000 e) Deffered tax Assets (Net) - - - Current assets a) Inventories - - - b) Financial Assets - - - i) Investments 78,720 - 78,720 ii) Trade Receivables 1,27,34,063 - 1,27,34,063 iii) Loans - - - iv) Cash and cash equivalents 6,20,45,578 - 6,20,45,578

c) Other current assets 3,78,26,888 - 3,78,26,888 11,59,50,249 - 11,59,50,249 Equity and liabilities Equity a) Share Capital 12,61,19,600 - 12,61,19,600 b)Other Equity 2,24,27,226 1,75,824 2,26,03,050 Liabilities Non - current liabilities: (a) Financial Liabilities a) Borrowings - - - b) Deffered tax Liabilities (Net) - - - Current liabilities - - - (a) Financial Liabilities - - - a) Borrowings - - - b) Trade payables 1,25,92,135 - 1,25,92,135 c) Other financial liabilities 1,08,864 - 1,08,864 d) Provisions 8,51,020 - 8,51,020 Total Equity and Liabilities 16,20,98,845 1,75,824 16,22,74,669 * The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.

121

ANNUAL REPORT 2017-18

Note No. 26 Reconciliation of Statement of Profit and Loss as previously reported under Previous GAAP (IGAAP) to Ind AS for the year ended March 31, 2017

Reclass Effect of Ind AS Previous transition to GAAP* Ind ASRevenue Revenue from operations 9,32,893 - 9,32,893 Other income 75,41,000 - 75,41,000 Total Revenue (i) 84,73,893 - 84,73,893 Expenses Cost of materials consumed - - - Purchases of Stock-in-Trade - - - Changes in inventories of raw material & work-in-progress - - - Employee benefit expenses 13,00,000 - 13,00,000 Finance costs 25,54,521 - 25,54,521 Depreciation and amortization expense 27,351 - 27,351 Other expenses 45,21,371 - 45,21,371 Total expenses (ii) 84,03,243 - 84,03,243 Profit before exceptional and extraordinary items and tax (i-ii) 70,650 - 70,650 Exceptional items - - Profit before tax 70,650 - 70,650 Tax expense: Current Tax 11,442 11,442 Less: MAT credit entitlement (11,442) (11,442)Deferred Tax 31,051 31,051 Total tax expense 31,051 - 31,051 Net profit after tax 39,599 - 39,599 Other Comprehensive Income A Items that will not be reclassified to profit or loss - - - B Items that will be reclassified to profit or loss - Remeasurement of Investments - 1,75,824 1,75,824 Income tax effect - - Total other comprehensive income/(expense) - 1,75,824 1,75,824 “Total Comprehensive Income for the Year(Comprising Profit (Loss) and Other Comprehensive Income for the Year)” 39,599 1,75,824 2,15,423 * The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purpose of this note.

122

ANNUAL REPORT 2017-18Note No. 27 Reconciliation of total equity as at March 31, 2017 and April 1, 2016

March 31, 2017 April 1, 2016

Total Equity (shareholder’s fund) as per previous GAAP 14,85,57,429 14,85,46,826

Adjustments Fair valuation of equity investment - FVOCI 1,75,824 - Tax effect of above adjustment - - Other Adjustment - Total adjustments 1,75,824 - Total equity as per Ind AS 14,87,33,253 14,85,46,826 Note No. 28 Reconciliation of total comprehensive income for the year ended March 31, 2017

Profit after tax as per previous GAAP 39,599 Adjustments Fair valuation of equity investment - FVOCI 1,75,824 Tax effect of above adjustment - Other Adjustment -

Profit after tax as per Ind AS 2,15,423

Other comprehensive income

Total comprehensive income as per Ind AS 2,15,423

As per our report of even date For Ramasamy Koteswara Rao and Co LLP For and on behalf of the Board Chartered Accountants Firm Registration Number :010396S/S200084 Vijay Kumar Deekonda Sridevi Dasari C V Koteswara Rao Director Director Partner DIN:06991627 DIN:07512095 M.No: 028353 Place:Hyderabad Priyanka Kumari Date: 30-05-2018 Company Secretary

123

ANNUAL REPORT 2017-18Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A Subsidiaries(Information in respect of each subsidiary to be presented with amounts in Rs.)

1. Sl. No. 1 2

2. Name of the subsidiary Tierra Agrotech Xylem Seeds Private Limited Private Limited

3. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period Not Applicable Not Applicable

4. Reporting currency and exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries INR INR

5. Share capital 2,51,00,000 3,15,00,000

6. Reserves and surplus (1,87,23,872) (8,40,44,000)

7. Total assets 68,37,59,380 2,01,22,000

8. Total Liabilities 67,73,83,252 7,26,66,000

9. Investments 12,23,75,935 ----

10. Turnover 28,15,45,494 8,51,03,000

11. Profit before taxation 22,56,408 (14019,000)

12. Provision for taxation - -

13. Profit after taxation - -

14. Proposed Dividend - -

15. Extent of shareholding (in percentage) 100% 100% held by Tierra Agrotech Private Limited Shareholding

Notes: The following information shall be furnished at the end of the statement:1. Names of subsidiaries which are yet to commence operations: Nil2. Names of subsidiaries which have been liquidated or sold during the year-: Ni

Part B Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: Not Applicable

As per our report of even date For RAMASAMY KOTESWARA RAO & CO., For and on behalf of the Board Chartered Accountants Firm Registration Number :010396S/S200084 Vijay Kumar Deekonda Sridevi Dasari C V Koteswara Rao Director Director Partner DIN:06991627 DIN:07512095 M.No: 028353 Place:Hyderabad Priyanka Kumari Date: 30-05-2018 Company Secretary

124

ANNUAL REPORT 2017-18GRANDEUR PRODUCTS LIMITED

CIN: L15500TG1983PLC110115Registered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills,

Madhapur, Hyderabad, Telangana-500033 | Tel: 040-48526655 | E-mail: info@grandeurproducts.com Website: www.grandeurproducts.com

ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

I hereby record my presence at the 35th Annual General Meeting of the Company held at the Registered Office of the Company at 10.00 A.M on Saturday, 29th September, 2018 at Marigold Hotel, by and beside Green Park Hotel, 7-1-25, Greenlands, Begumpet, Hyderabad - 500016 .

Folio No.______________________________________________________________________________ DP.ID. No.______________________________________________________________________________

Client ID No.____________________________________________________________________________

Name of the Member _________________________________________Signature____________________

Name of the Proxyholder ______________________________________Signature_____________________

126

ANNUAL REPORT 2017-18GRANDEUR PRODUCTS LIMITED CIN: L15500TG1983PLC1101157

Registered Office: H. No. 1-62-192, 3rd Floor, Dwaraka Avenue, Kavuri Hills, Madhapur, Hyderabad, Telangana-500033

Phone: 040-48526655, Email: info@grandeurproducts.comWebsite: www.grandeurproducts.com

Proxy Form[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration), Rules, 2014]Name of the Member(s) : _________________________________________________________________Registered address : _________________________________________________________________E-mail Id : _________________________________________________________________ Folio No./Client ID No. : _________________________________________________________________DP ID No. :________________________________________________________________ I/We, being the member(s) of Shares of Grandeur Products Limited, hereby appoint

1. Name:___________________________________E-mail Id: ___________________________________ Address: ____________________________________________________________________________ _________________________________________ Signature: __________________________________ or failing him

2. Name:___________________________________E-mail Id: ___________________________________ Address: ____________________________________________________________________________ _________________________________________ Signature: __________________________________ or failing him

3. Name:___________________________________E-mail Id: ___________________________________ Address: ____________________________________________________________________________ _________________________________________ Signature: __________________________________ As my/our proxy to attend and vote (on a poll) form e/us and on my/our behalf at the 35th Annual General Meeting of the Company to be held at 10.00 A.M on Saturday, 29th September, 2018 at Marigold Hotel, by and beside Green Park Hotel, 7-1-25, Greenlands, Begumpet, Hyderabad - 500016 and any adjournment thereof in respect of such resolutions as are indicated below:

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ANNUAL REPORT 2017-18

Affix Revenue Stamp

S. No Resolutions For Against

1 To receive, consider and adopt financial statements of the Company including the Audited Balance Sheet as at 31st March 2018, Statement of Profit & Loss and Cash Flow Statement for the year ended on 31st March 2018 along with the Reports of the Directors and Auditors there-on.

2 To appoint a Director in place of Mr. Munnangi Jayaramaprasad (DIN: 03034183) who retires by rotation and being eligible offers himself for reappointment.

Special business

3 To approve the appointment of Mr. Ramesh Babu Nemani (DIN:08089820) as Independent Director of the Company

Signed this_________________________day of_______________2018

Signature of Shareholder …………………………………………………………………………………

Signature of Proxy holder(s)………………………………………………………………………………………

1. THIS FORM OF PROXY IN ORDER TO BE EFFECTIVE SHOULD BE DULY COMPLETED AND DEPOSITED AT THE

REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN 48 (FORTY EIGHT) HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.

2. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself/ herself andproxy need not be a Member. A person can act as a Proxy on behalf of not more than 50 (fifty) Members and holding in aggregate, not morethan 10% (Ten percent) of the total share capital of the Company. Members holding more than 10% (Ten per cent) of the total share capital ofthe Company may appoint a single person as Proxy, who shall not act as a Proxy for any other person / Member. Proxies submitted on behalfof limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable. A proxy so appointed shall nothave any right to speak at the Meeting.

3. The Proxy-holder is required to carry an identity proof at the time of attending the Meeting.

4. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 35th Annual General Meeting.

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ANNUAL REPORT 2017-18

ROUTE MAP TO THE VENUE OF THE AGM

VENUE OF AGM:MARIGOLD HOTEL, BY AND BESIDE GREEN PARK HOTEL, 7-1-25, GREENLANDS, BEGUMPET, HYDERABAD - 500016