3) 49,550,000 equity shares of ' 1/- each were allotted in accordance with the scheme of amalgamation and arrangement during the

year 2010-11.

4) The Company has no holding Company.

5) Rights, preferences and restrictions in respect of equity shares issued by the Company.

a. The company has only one class of equity shares having a par value of ' 1/- each. The equity shares of the company having par value of ' 1/- rank pari-passu in all respects including voting rights and entitlement to dividend.

b. The Company has one class of equity shares having a par value of ' 1/- per share. Each shareholder is eligible for one vote per share held. During the year the company has not declared any dividend. (Previous year dividend : Nil)

c. In the event of liquidation, shareholders will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be proportionate to the number of equity shares held by the shareholder.

Details of Borrowings and Assets pledged as Security, and terms and conditions of loans taken from banks and Non Banking financial institutions - Refer note 52

Note:

a) The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any government authority.

b) There are no defaults in the repayments of above borrowings during the year.

c) The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were taken.

Details of Borrowings and Assets pledged as Security, and terms and conditions of loans taken from banks and Non Banking

financial institutions - Refer note 53

Note:

a) The Company has not been declared as a wilful defaulter by any bank or financial institutions or government or any government authority.

b) The Company’s borrowings from banks or financial instituitions on the basis of security of current assets and the quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts except exchange fluctuation gain or loss considered in books

c) There are no defaults in the repayments of above borrowings during the year.

d) The borrowings obtained by the company from banks and financial institutions have been applied for the purposes for which such loans were taken

Other commitments

A. Standby letter of credit (guarantee) and Corporate Guarantee

SBLC facilities were extended by banks in India to their foreign counterparts based on the counter guarantee given by the company. These counterpart banks who in turn had granted credit facilities to the following subsidiary companies. During the year, the Company has also extended the Corporate Guarantees against the credit facilities granted to its subsidiary companies including step-subsidiaries.

The SBLC facilities granted by Banks are secured by way of:

a. Charge on specific immovable properties including land and buildings (all present and future buildings constructed thereon) including plant and machinery of the Company other than those exclusively charged to other term lenders.

b. Hypothecation of all the stocks in trade (both present and future) and book debts of the Company.

c. Cash margin - Lien on fixed deposits

d. Additionally, the SBLC facility is secured by the Corporate Guarantee provided by LRG Technologies Limited.

50 Financial Instruments Capital management

The Company manages its capital to ensure that entities in the Company will be able to continue as going concern, while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company determines the amount of capital required on the basis of annual operating plans and long-term product and other strategic investment plans. The funding requirements are met through equity, long-term borrowings and other short-term borrowings.

For the purposes of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

The treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using natural hedging financial instruments and forward contracts to hedge risk exposures. The use of financial derivatives is governed by the Company’s policies approved by the board of directors, which provide written principles on foreign exchange risk, the use of financial derivatives, and the investment of excess liquidity. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

Market risk

Market risk is the risk of any loss in future earnings, in realizable fair values or in future cash flows that may result from a change in the price of a financial instrument. The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company actively manages its currency and interest rate exposures through its finance division and uses derivative instruments such as forward contracts and currency swaps, wherever required, to mitigate the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by appropriate levels of management.

Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company actively manages its currency rate exposures through a centralised treasury division and uses natural hedging principles to mitigate the risks from such exposures. The use of derivative instruments, if any, is subject to limits and regular monitoring by appropriate levels of management.

Foreign currency sensitivity analysis

Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company’s revenues from its operations. Any weakening of the functional currency may impact the Company’s cost of imports and cost of borrowings and consequently may increase the cost of financing the Company’s capital expenditures. The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and a simultaneous parallel foreign exchange rates shift in the foreign exchange rates of each currency by 2%, which represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 2% change in foreign currency rates.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

Interest rate risk management

The Company is exposed to interest rate risk because it borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings and by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied. Further, in appropriate cases, the Company also effects changes in the borrowing arrangements to convert floating interest rates to fixed interest rates.

Interest rate sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

The 25 basis point interest rate changes will impact the profitability by ' 3.28 million for the year (Previous ' 2.71 million)

Credit risk management

Credit risk arises when a customer or counterparty does not meet its obligations under a customer contract or financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivables and from its financing/ investing activities, including deposits with banks and foreign exchange transactions. The Company has no significant concentration of credit risk with any counterparty.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure is the total of the carrying amount of balances with banks, short term deposits with banks, trade receivables, margin money and other financial assets excluding equity investments.

(a) Trade Receivables

Trade receivables are consisting of a large number of customers. The Company has credit evaluation policy for each customer and, based on the evaluation, credit limit of each customer is defined. Wherever the Company assesses the credit risk as high, the exposure is backed by either bank, guarantee/letter of credit or security deposits.

The Company does not have higher concentration of credit risks to a single customer. As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involves higher risk.

(b) Investments, Derivative Instruments, Cash and Cash Equivalents and Bank deposits

Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have been made with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.

Credit Risk on Derivative Instruments is generally low as the Company enters into the derivative contracts with the reputed Banks.

There is no major Investments made by the Company and accordingly is not prone to any major investment risk.

Offsetting related disclosures

Offsetting of cash and cash equivalents to borrowings as per the consortium agreement is available only to the bank in the event of a default. Company does not have the right to offset in case of the counter party’s bankruptcy, therefore, these disclosures are not required.

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company invests its surplus funds in bank fixed deposit and mutual funds, which carry minimal mark to market risks. The Company also constantly monitors funding options available in the debt and capital markets with a view to maintaining financial flexibility.

Liquidity tables

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

52 Details of Borrowings and Assets pledged as Security : Non current financial liabilities - Borrowings Terms and conditions of loans taken from banks and Non Banking financial institutions

(I) Rupee term loan availed from Export-Import Bank of India:

a) Term loan carries interest @ 9.20% pa., The loan is repayable in 20 quarterly instalments. The loan matures in July, 2025. The Rupee term loan is secured by way of exclusive first charge and first pari passu charge with Kotak Mahindra Bank (acting as an agent of EXIM) on the Company’s specific immovable properties and hypothecation over the whole of Company’s movable fixed assets (both present and future) funded out of EXIM Bank’s term loan pertaining to the specific reclaim project.

b) Term Loan I availed under ECGLS Scheme carries interest @ 9.25% pa., The loan is repayable in 60 months. The loan matures in April, 2026. This loan under ECGLS is secured by way of second charge over the Company’s specific immovable properties and second charge over the whole of Company’s specific movable fixed assets (both present and future) funded out of EXIM Bank’s term loan.

c) Term Loan II availed under ECGLS Scheme carries interest @ 9.25% pa., The loan is repayable on 72 months. The loan matures in November, 2028. This loan under ECGLS is secured by way of second charge over the whole of Company’s specific movable fixed assets pertaining to the specific reclaim project funded out of EXIM Bank’s term loan.

(II) Foreign Currency term loan availed from Export-Import Bank of India:

a) Carries interest @ 8.46% pa., The loan is repayable on 20 quarterly instalments. The loan matures in May, 2023. The Foreign currency term loan is secured by way of first pari passu charge with Kotak Mahindra Bank (acting as an agent of EXIM) on the Company’s specific immovable properties.

b) Carries interest @ 9.18% pa., The loan is repayable on 20 quarterly instalments. The loan matures in April, 2025. The loan is secured by way of exclusive first charge and first pari passu charge with Kotak Mahindra Bank (acting as an agent of EXIM) on the Company’s specific immovable properties and hypothecation over the whole of Company’s movable fixed assets (both present and future) funded out of EXIM Bank’s term loan pertaining to the specific reclaim project.

(III) Rupee term loan availed from HDFC Bank Ltd:

a) Carries interest @ 9.04 % pa., The loan is repayable on 60 monthly instalments. The loan matures in July, 2023. The term loan is secured by way of exclusive first charge by way of equitable mortgage on specific immovable properties and plant & machinery acquired out of the term loan funded by HDFC Bank and exclusive charge on escrow of receivables arising out of lease rentals from Company’s specific commercial / industrial property.

b) Working Capital Term Loan under Guaranteed Emergency Credit Line (GECL) carries interest @ 9.25% pa., The loan is repayable in 60 months. The loan matures in March, 2026. This loan under GECL is secured by second charge by way of equitable mortgage over specific immovable properties (including plant and machinery) and second charge over plant and machinery acquired out of the term loan funded by HDFC Bank and on escrow of receivables arising out of lease rentals from Company’s specific commercial / industrial property.

(IV) Rupee term loan availed from CSB Bank Ltd:

a) Carries interest @ 9.75% pa., The loan is repayable on 60 monthly instalments. The loan matures in March, 2028. The term loan availed is secured by way of exclusive hypothecation charge on fixed assets (both present and future) of the Company acquired out of bank’s finance.

(V) Rupee loan against securities availed from Bajaj Finance Limited:

a) Carries interest @ 8.75% pa., The loan is repayable at the end of the tenor of 36 months on bullet repayment. The loan matures in May, 2025. The loan is secured by exclusive charge by way of pledge on specific investments (equity shares) of the Company.

(VI) Rupee term loan availed from Tata Capital Financial Services Ltd:

a) Term loan facility under Guaranteed Emergency Credit Line-2 (GECL) carries interest @ 11.80% pa. The loan is repayable in 72 months. The loan matures in February, 2028. This loan under GECL is secured by way of second charge on specific immovable properties of the Company.

b) Term loan Carries interest @ 11.50% pa., The loan is repayable on 60 monthly instalments. The loan matures in December, 2027. This loan is secured by way of exclusive charge by way of equitable mortgage (including negative lien) on specific immovable properties of the Company.

c) Term loan carries interest @ 11.80% pa., The loan is repayable on 60 monthly instalments. The loan matures in February, 2026. This loan is secured by way of first charge on specific immovable properties of the Company.

d) Term loan carries interest @ 11.80% pa., The loan is repayable on 60 monthly instalments. The loan matures in April, 2027. This loan is secured by way of exclusive charge by way of equitable mortgage (including negative lien) on specific immovable properties of the Company.

53. Details of Borrowings and Assets pledged as Security : Current liabilities - Financial Liabilities: Borrowings

Terms and conditions of loans taken from banks and Non Banking financial institutions

(I) HDFC Bank Ltd

a) Cash Credit loan from HDFC Bank Ltd carries an interest rate @ 9.67% p.a and is repayable on demand.

b) The packing credit loans from HDFC Bank Ltd are repayable within 180 days from the date of borrowing. The borrowings carry an interest rate linked to Repo rate/T-bills plus agreed spread after reduction of eligible interest subsidy under Interest Equalisation Scheme of Reserve Bank of India.

c) Demand loan from HDFC Bank Ltd carries an interest rate @ 9% p.a. and is repayable on demand.

d) Buyers Credit Foreign Currency loan from HDFC Bank Ltd carries an interest rate linked to TERM SOFR/EURIBOR plus agreed spread. These loans are repayable within 180 days from the date of borrowing.

The above credit facilities are secured by exclusive charge over specific immovable properties of the Company and exclusive charge by way of hypothecation of all stock in trade and book debts and first charge over plant and machinery other than those exclusively charged for other term loan lenders.

(II) TATA Capital Financial Services Ltd

a) Working capital demand loan from TATA Capital Financial Services Ltd carries an interest rate @ 11.80% p.a. and repayable at the end of 120th day and secured by way of first charge on specific immovable properties of the Company.

(III) Kotak Mahindra Bank Ltd

a) Overdraft loan from Kotak Mahindra Bank Ltd carries an interest rate @ 11.00 % p.a. The facility is repayable on demand and is secured by exclusive charge by marking a lien on specific cash deposit / term deposit of the Company.

(IV) Arth Padarth Factors and Finance Private Limited

a) Bill Discounting facilities from Arth Padarth Factors and Finance Private Limited carries an interest rate @ 12.00 % p.a. and repayable on maturity.

54. Retirement benefit plans Defined contribution plans

In accordance with Indian law, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees’ salary. The contributions, as specified under the law, are made to the Provident Fund.

The total (income) / expense recognised in profit or loss of Rs.13.00 million (for the year ended March 31, 2022: Rs.7.92 million) represents contribution paid to these plans by the Company at rates specified in the rules of the plan.

Defined benefit plans

(a) Leave obligations

The leave obligations cover the company’s liability for earned leave.

(b) Gratuity

Gratuity is payable as per Payment of Gratuity Act, 1972. In terms of the same, gratuity is computed by multiplying last drawn salary (basic salary including dearness Allowance if any) by completed years of continuous service with part thereof in excess of six months and again by 15/26. The Act provides for a vesting period of 5 years for withdrawal and retirement and a monetary ceiling on gratuity payable to an employee on separation, as may be prescribed under the Payment of Gratuity Act, 1972, from time to time. However, in cases where an enterprise has more favourable terms in this regard the same has been adopted.

56. OTHER STATUTORY INFORMATION

1. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

2. The Company has not traded or invested in Crypto currency or virtual currency during the financial year

3. The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

4. The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

5. The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

6. The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond statutory period.

7. The Company does not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.

8. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

57. Figures for the previous year have been regrouped/reclassified wherever necessary to conform to current period’s classification.