e) Terms/rights attached to equity shares:_

The company has only one class of equity shares having a par value of ^ 1/- per share. Each holder of equity shares is entitled to one vote per share. No dividend is recomended by the Board of Directors for the year ended31st March, 2024. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

Foot Note of Note 17:

i) The company has mortgaged, hypothecated and created charge in favour of the Canara Bank, SME Kumbalagodu Branch, Bengaluru, Karnataka by way of first charge as security against due repayment of all the sums borrowed or otherwise due and payable as detailed hereunder for sanctioned limit of Term Loan of ^ 9.25 crore and OCC/ODBD loan of ^ 3.00 crore -

a) freehold lands at Tumkur plant by deposit of Title deeds of the lands to the lender.

b) all stocks of goods such as raw materials, goods in process, finished and manufactured

goods and other items of stock in trade and stores, spares, components, machinery, vehicles, furniture and fixtures and all other movable goods and properties of every description of the company wherever situated whether at the Borrower's factories, places of business, residence (if applicable) , godowns or in transit or in the custody of processors, warehouse agents or others or wherever else the same may be situated, lying or being including any such raw materials, articles or goods, stores, spares, components, stock in trade and all description of moveable property in the course of delivery to the Borrower; and

c) all of the Borrower's present and future book debts, outstanding moneys, bills receivable, claims, bills, contracts, securities, investments, cash, gold, silver, jewellery, rights and assets and rights relating to or in moveable properties of whatsoever nature to which the Borrower is entitled to during the continuance of the Agreement.

ii) No personal guarantee given by the Directors of the the company. However, Corporate Guarantee given by one of the group company namely Tetron Commercial Ltd. to the extent of ^ 12.25 crores.

iii) Term Loan of ^ 9.25 crores is repayable in 92 equal instalments on monthly basis of ^ 11.01 lakhs and Bank Overdraft is repayable on demand

iv) Unsecured loan borrowed from a group company which is repayable on demand (to be paid within 31st March,2025)

v) There is no default in repayment of borrowings and interest as on the balance sheet date.

Note 33

FINANCIAL RISK MANAGEMENT (As per Ind- AS 107)

Financial risk factors

The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risks: foreign currency risk, interest rate risk and others price risk. Financial instruments affected by market risk include borrowings, investments, trade payables, trade receivables, loans, and other financial instruments.

i) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Presently, the Company has no exposure to the risk of changes in foreign exchange rates relates primarily to the Company's foreign currency denominated borrowings, trade receivables and trade or other payables. Hence, the Company has no need to adopt a comprehensive risk management review system wherein it has to actively hedge its foreign exchange exposures within defined parameters through use of hedging instruments such as forward contracts, options and swaps.

ii) Interest Rate Risk

The company's exposure in market risk relating to change in interest rate primarily arises from floating rate borrowing with banks and financial institutions. Borrowings at fixed interest rate exposes the company to the fair value interest rate risk. The company maintains a portfolio mix of fixed and floating rate borrowings. As at March 31, 2024, approximately 64.79 % (March 31, 2023: 95.69%) of the company's borrowings become floating rate interest borrowing. Further there is no any deposit with bank and hence no exposer to interest rate risk.

With all other variables held constant, the following table demonstrates the impact of the borrowing cost on floating rate portion of loans and borrowings and excluding loans on which interest rate swaps are taken.

iii) Others Price Risk

The Company's equity exposure in associates and group companies are carried at book value of last audited financial results of that company and these are subject to impairment testing as per the policy followed in this respect. The company's current investments are fair valued through OCI. The company invest in mutual fund schemes of leading fund houses. Such investments are susceptible to market price risk that arise mainly from changes in interest rate which may impact return and value of such investments. The Company's exposure to equity securities and mutual funds, price risk from movement in market price of related securities classified either as fair value through OCI or as fair value through Statement of Profit and Loss. b) Credit Risk

Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables). The management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly and the company takes necessary steps to minimize the risk. The carrying amount of respective financial assets recognized in the financial statements, (net of impairment losses) represents the Company's maximum exposure to credit risk. The concentration of credit risk is limited due to the customer base being large and unrelated. Of the trade receivables balance at the end of the year, there are no single customer accounted for more than 10% of the revenue as at March 31,2024.

The Company extends credit to customers as per the internal credit policy. Any deviation are approved by appropriate authorities, after due consideration of the customers credentials and financial capacity, trade practices and prevailing business and economic conditions. The Company's historical experience of collecting receivables and the level of default indicate that credit risk is low and generally uniform across markets; consequently, trade receivables are considered to be a single class of financial assets. All overdue customer balances are evaluated taking into account the age of the dues, specific credit circumstances, the track record of the customers etc.

Financial assets that are neither past due nor impaired

Cash and cash equivalents, investment and other financial assets are neither past due nor impaired. Cash and cash equivalents with banks are held with reputed and credit worthy banking institutions.

Financial assets that are past due but not impaired

Trade receivables amounts that are past due at the end of the reporting period against which no credit losses have been expected to arise.

Financial assets that are past due but impaired Trade receivables amounts that are past due and against which credit loss is expected, reasonable provision made in books for impairment at the end of the reporting period. c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company's objective is to maintain optimum level of liquidity to meet it’s cash and collateral requirements at all times. The Company relies on borrowings and internal accruals to meet its long term and short- term funds requirement. The current committed line of credit is sufficient to meet its short to medium term funds requirement.

Liquidity and interest risk 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. The tables include both interest and principal cash flows as at balance sheet date:

Note 34

CAPITAL MANAGEMENT

For the purpose of managing capital, capital includes issued equity share capital and reserves attributable to the equity shareholders. The objectives of the company’s capital management are to: i) Safeguard their ability to continue as going concern so that they can continue to provide benefits to their shareholders ; ii) Maximize the wealth of the shareholder and iii) Maintain optimum capital structure to reduce the cost of the capital.

The Company manages its capital structure and makes adjustment in light of changes in economic conditions and requirement of financial covenants. In order to maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

In order to achieve this overall objective, the company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any loans and borrowing in the current period.

Note 35

DISCLOSURES IN ACCORDANCE WITH IND AS 19 (2015) ON “EMPLOYEES BENEFITS”: a) Defined Contribution Plans

The Company made contributions towards Provident Fund, a defined contribution retirement benefit plan for qualifying employees. The Provident Fund Plan is operated by the Regional Provident Fund Commissioner. The company also contributes towards Employees State Insurance Scheme for the sickness benefit, disablement benefit, dependents benefit, maternity benefit and medical benefit of the employees. The contribution payable to these plans by the company are at rates specified in the rules of the scheme.

b) Defined Benefit Plans

a. Gratuity

The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan') covering eligible employees. The Gratuity Plan provides a lumpsum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment with the company. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date using the projected unit credit method. The Company contributes all ascertained liabilities to the Gratuity Fund maintained with Life Insurance Corporation of India Ltd. (earlier gratuity fund was maintained with TATAAIG.)

The Company recognize the net obligation of a defined benefit plan in its Balance Sheet as a liability and accordingly makes contribution to recognized gratuity fund maintained with LIC of India and recognized in balance sheet as an asset. Gains and losses through remeasurements of the net defined benefit liability/(asset) are recognised in other comprehensive income and are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligation is recognised in other comprehensive income. The effect of any plan amendments is recognised in net profit in the profit or loss.

Note 37

Events after the Reporting Period (As per Ind AS-10)

a) After the reporting period i.e, 31st March, 2024, a borrower of the company (disclose in non-current financial assets) repaid the outstanding loan amount including interest of Rs 59106.00 thousand and also paid compensation of ? 30894.00 thousands for delay in repayment of loan.

b) After the reporting period i.e, 31st March, 2024, the Company closed its Term Loan account with Canara Bank on 23rd April, 2024 by prepayment of its outstanding loan amount with interest due of ? 65581.00 thousand.

Note 38

Other Information:

a) In the absence of any realization of interest on the loan of Rs.482.50 lakh since October, 2013, the interest for the year has not been considered. However, the amount is secured by charge on immovable property against the above said loan and interest due before October, 2013.

b) The Company has made additional provision for doubtful debts of Rs.6,14,052/-, equivalent to 25% of total amount outstanding from one party for more than 36 months. Total provision made for doubtful debts till 31st March, 2023 is 100% of the total outstanding amount with that party. Suit has been filed against the party and the matter is still pending with Add. Judge Court, Bangalore, Karnataka.

c) The company has made additional provision for deferred tax assets of Rs.1,54,545/- equivalent to temporary differential future tax arising due to reversal of the provision for doubtful debts on computation of taxable income tax of the company.

d) The Company underwent temporary disruption of operations at its Head office, Kolkata as major fire occurred on 10th May 2023 in the building “Saraf House” where the head office of the Company was situated on the third floor of the building. The incident was duly informed to the statutory regulators such as Income Tax, ROC, SEBI, BSE and other governmental bodies. The company obtained police clearance on 22nd May, 2023 to enter the premises of the building and retrieved computerized data from the servers. Thereafter, the head office was shifted to Damodar House, 1/A Vansittart Row, 1st Floor, Kolkata- 700001, West Bengal w.e.f. 16th August, 2023.

e) During the reporting period, BSE levied the fine of ? 1,55,000/- (exclusive of GST) for non-compliance u/r 33 of SEBI (LODR) Regulations, 2015 for delay in filing of audited financial results for the quarter and year 31st March, 2023. The audited financial results for the quarter and year 31st March, 2023 were approved and filed to the BSE on 30th June, 2023 and paid the fines levied by BSE.

The said for delay in filing of audited financial results for the quarter and year 31st March, 2023 u/r 33 of SEBI (LODR) Regulations, 2015 was anticipated by the company in advance and was informed to BSE and SEBI. The delay was purely beyond the control of the Company's management due to non-availability of financial data of the head office owing to fire incident explained in note 38(d).

f) During the reporting period, the company paid the penalty amount of ? 25,000/- u/s 73 of Companies Act, 2013 for financial year 2018-19, ? 50,000/- each u/s 129 of Companies Act, 2013 for default in financial year 2017-18 and 2018-19, ? 60,000/- each u/s 134 of Companies Act, 2013 for default in financial year 2018-19 and 2019-20 and ? 75,000/- for default u/s 203 of Companies Act, 2013 imposed by Regional Director, Ministry Of Corporate Affairs, South East Region, Hyderabad after hearing in his good office.

No matter is pending before Regional Director, Ministry of Corporate Affairs, South East Region, Hyderabad or ROC, Karnataka against the company as on 31st March, 2024.

g) The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund, ESI, maternity leave and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

40.3 There is no loan or advances in the nature of loans granted to Promoters, Directors, Key Managerial personal or any other related party (as per Companies Act) either severally or jointly with any other persons, during the year/ previous year.

*Post-employment benefits and other long-term benefits is being disclosed based on actual payment made on retirement/resignation of service, but does not include provisions made on actuarial basis as the same is available for all employees together.

40.5 Terms and Conditions of transactions with related parties

a. The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms;

b. The amounts outstanding are unsecured and will be settled in cash and cash equivalent. No guarantees have been given or received excluding disclosed in Note 40.2.14.

c. The remuneration to KMPs' are determined by the NRC having regard to the performance of individuals and market trends.

40.6 In respect of the above parties, there is no provision for doubtful debts as on 31st March, 2024 and no amount has been written off or written back during the year in respect of debt due from/ to them.

40.7 No Loans and Guarantees are given under 186(4) of the Companies Act, 2013 and details of Investments is given in note no.-4

Note 41

Additional regulatory information required by Schedule III

(i) Details of benami property held: No proceedings have been initiated or pending against the company under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) Willful defaulter: The Company is not declared willful defaulter by any bank or financial Institution or government or any government authority.

(iii) Relationship with struck off companies: The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(iv) Compliance with number of layers of companies: The company has no subsidiary therefore the compliance of the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.

(v) Utilisation of borrowed funds and share premium : The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) 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 to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity(ies), 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

(vi) Undisclosed income: There is no income surrendered or disclosed as income during the current or previous period/year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(vii) Details of crypto currency or virtual currency: The Company has not traded or invested in Crypto currency or Virtual Currency during the financial period/year.

(vii) Valuation of PPE, intangible asset and investment property: The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) or intangible assets or both during the current or previous year.

(ix) Title deeds of immovable properties not held in name of the company: The title deeds of all the immovable property are held in the name of the company.

(xii) Registration of charges or satisfaction with Registrar of Companies (ROC): There are no charges or satisfaction which are yet to be registered with ROC beyond the statutory period.

(xiii) Utilisation of borrowings availed from bank and financial institutions: The Company utilized all borrowings during the reporting period from banks and financial institutions for business purpose only.

(ix) No Loans or Advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person.

Note 42.

Previous year figures have been regrouped or rearranged wherever considered necessary.