2.16 Provisions, Contingent liabilities, Contingent assets and Commitments:

General

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When provision is measured using the cash flow
estimated to settle the present obligation, its carrying amount is the present value of these cash flows (when the effect of the time value of
money is material).

Disclosure of contingent liability is made when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or
a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits
will be required to settle or a reliable estimate of amount cannot be made.

Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.

Warranty provisions

Provisions for the expected cost of warranty obligations are recognised at the time of sale of relevant product or service, at the best estimate
of the expenditure required to settle the Company's obligation.

Onerous contracts

If the Company has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. An
onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations
under the contract exceed the economic benefits expected to be received from the contract.

2.17 Exceptional items:

An item of income or expense which by its size, type or incidence is such that its disclosure improves the understanding of the performance
of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed as such in the standalone financial
statements.

2.18 Current and non-current classification:

The Company presents assets and liabilities in the balance sheet based on current / non-current classification.

An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle,

• Held primarily for the purpose of trading,

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting
period.

All other assets are classified as non-current.

A liability is treated as current when:

• It is expected to be settled in normal operating cycle,

• It is held primarily for the purpose of trading,

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets / liabilities are classified as non-current.

Operating cycle:

A portion of the Company activities (primarily long-term project activities) has an operating cycle that exceeds twelve months. Accordingly,
assets and liabilities related to these long-term contracts, which will not be realised / paid within twelve months, have been classified as
non-current. For all other activities, operating cycle is twelve months.

2.19 Fair value measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access
at that date. The fair value of a liability reflects its non-performance risk. A number of the Company's accounting policies and disclosures
require the measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable.

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

2.20 Financial instruments:

The Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.

(i) Financial assets:

Initial recognition and measurement

Financial assets are measured at fair value on initial recognition, except for trade receivables that do not contain a significant financing
component which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition of
financial assets, which are not at fair value through profit or loss, are added to the fair value on initial recognition.

Subsequent measurement

All recognised financial assets are subsequently measured in their entirety either at amortised cost or at fair value depending on the
classification of the financial assets.

Where financial assets are measured at fair value, gains and losses are either recognised entirely in the standalone statement of profit
and loss (i.e. fair value through profit or loss or ‘FVTPL'), or recognised in other comprehensive income (i.e. fair value through other
comprehensive income or ‘FVTOCI’).

A financial asset is measured at amortised cost (net of any write down for impairment) if it is held within a business model whose
objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on
specified dates to cash flows that represent solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that
represents solely payments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

All equity investments are measured at fair value, with fair value changes recognised in the standalone statement of profit and loss,
except for those equity investments for which the entity has elected to present fair value changes in other comprehensive income.
However, dividend on such equity investments are recognised in the standalone statement of profit and loss when the Company’s right
to receive payment is established.

Investment in associates, joint venture and subsidiaries

The Company accounts for its investment in subsidiaries, associates and joint venture, at cost less impairment loss except where
investments is accounted for in accordance with Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations, when
they are classified as held for sale.

Impairment of financial assets

The Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at fair
value through profit and loss. Expected credit losses are measured through a loss allowance at an amount equal to:

• The 12 months expected credit losses (expected credit losses that result from those default events on the financial instrument
that are possible within 12 months after the reporting date); or

• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial
instrument).

For trade receivables, the Company applies a simplified approach under which loss allowance is recognised based on expected lifetime ECL
losses to be recognised on each reporting date. The Company uses a provision matrix that is based on its historical credit loss experience
adjusted for relevant forward-looking factors. For other assets, the Company uses 12 months ECL to provide for impairment loss where
there is no significant increase in credit risk. If there is significant increase in credit risk since initial recognition, full lifetime ECL is used.

Derecognition

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 under Ind AS 109.

(ii) Financial liabilities:

Initial recognition and measurement

Financial liabilities are measured at fair value on initial recognition. Transaction costs that are directly attributable to the issue of
financial liabilities, which are not at fair value through profit or loss, are deducted from the fair value on initial recognition.

The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative
financial instruments.

Subsequent measurement

Financial liabilities are classified as measured at amortised cost or fair value through profit or loss (‘FVTPL'). A financial liability is
classified as at FVTPL if it is classified as held-for-trading, 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 profit or
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 profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

Financial guarantee contracts

A financial guarantee contract is a contract that requires the Company to make specified payment to reimburse the holder for a
loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts issued by the Company are initially measured at their fair values and, if not designated as at FVTPL, are
subsequently measured at the higher of, the amount of loss allowance determined as per impairment requirements of Ind AS 109 and
the amount initially recognised less cumulative amount of income recognised.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the standalone statement of profit and loss.

(iii) Derivative financial instruments and hedge accounting:

The Company uses various derivative financial instruments to hedge foreign currency / price risk on unexecuted firm commitments and
highly probable forecast transactions. Such derivative financial instruments are initially recognised at fair value and are subsequently
remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the
fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to the standalone statement of profit and loss,
except for the effective portion of cash flow hedges, which is recognised in other comprehensive income and presented as a separate
component of equity which is later reclassified to the standalone statement of profit and loss when the hedge item affects profit or loss.

(iv) Offsetting of financial instruments:

Financial assets and financial liabilities are offset and the net amount is presented in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and
settle the liabilities simultaneously.

3(A). SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company's standalone financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities within
the next financial year.

Judgements

Lease of assets not in legal form of lease

Significant judgment is required to apply lease accounting rules under Ind AS 116. In assessing the applicability to arrangements entered
into by the Company, management has exercised judgment to evaluate the right to use the underlying assets, substance of the transaction
including legally enforced arrangements and other significant terms and conditions of the arrangement to conclude whether the arrangements
meet the criteria under Ind AS 116.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

(i) Useful lives of property, plant and equipment:

Management reviews useful lives of property, plant and equipment at least once a year. Such lives are dependent upon an assessment
of both the technical lives of the assets and also their likely economic lives based on various internal and external factors. This
reassessment may result in change in depreciation expected in future period.

(ii) Development costs:

Development costs are recognised as an asset when all the criteria are met, whereas research costs are expensed as incurred.
Management assesses and monitors whether the recognition requirements for development costs continue to be met. There is inherent
uncertainty in the economic success of any product development. The Company uses judgement in assessment of development cost
eligible for capitalisation.

(iii) Impairment of non-financial assets:

In case of non-financial assets, the Company estimates asset's recoverable amount, which is higher of an asset's or cash generating
units (CGU's) fair value less costs of disposal and its value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal,
recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

(iv) Impairment of financial assets:

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company
uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past
history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(v) Income taxes:

Deferred tax assets for unused tax losses are recognised only when it is probable that taxable profit will be available against which
the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits.

(vi) Defined benefit obligation:

In accounting for post-retirement benefits, actuarial method uses several statistical and other factors to anticipate future events that
are used to calculate defined benefit obligation. These factors include expected return on plan assets, discount rate assumptions
and rate of future compensation increases. To estimate these factors, actuarial consultants also use estimates such as withdrawal,
turnover, and mortality rates which require significant judgment. The actuarial assumptions used by the Company may differ materially
from actual results in future periods due to changing market and economic conditions, regulatory events, judicial rulings, higher or
lower withdrawal rates, or longer or shorter participant life spans.

(vii) Revenue from contract with customers:

The Company estimates variable consideration in the nature of volume rebates, discounts, performance bonuses, penalties and similar
items and adjusts the transaction price for the sale of goods and services. These expected variable consideration are analysed either
at customer or contracts basis against agreed terms with customers and may differ from actual results.

(viii) Contingencies:

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Potential
liabilities that are possible but not probable of crystallising or are very difficult to quantify reliably are treated as contingent liabilities.
Such liabilities are disclosed in notes but are not recognised, the cases which have been determined as remote by the Company are
not disclosed.

(ix) Share-based payment transactions:

The fair value of employee stock options is measured using the Black-Scholes model. Measurement inputs include share price on
grant date, exercise price of the instrument, expected volatility (based on weighted average historical volatility), expected life of the
instrument (based on expected exercise behaviour), expected dividends, and the risk free interest rate (based on government bonds).
Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 42.

3(B). NEW AND AMENDED STANDARDS

The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after
01 April, 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

(i) Ind AS 117 Insurance contracts:

The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated 12 August 2024, under
the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on
or after 01 April, 2024.

Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and
measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of
insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with
discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model, supplemented by:

• A specific adaptation for contracts with direct participation features (the variable fee approach)

• A simplified approach (the premium allocation approach) mainly for short-duration contracts

The application of Ind AS 117 had no impact on the Company's standalone financial statements as the Company has not entered any
contracts in the nature of insurance contracts covered under Ind AS 117.

(ii) Amendment to Ind AS 116 Leases - lease liability in a sale and leaseback:

The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases,
with respect to Lease Liability in a Sale and Leaseback.

The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.

The amendment is effective for annual reporting periods beginning on or after 01 April, 2024 and must be applied retrospectively to
sale and leaseback transactions entered into after the date of initial application of Ind AS 116.

The amendment does not have impact on the Company's standalone financial statements.

Notes :

Pursuant to the directions of the Hon’ble National Company Law Tribunal (‘NCLT’), the Company’s books of accounts were re-casted and
re-audited for the financial years 2014-15 to 2018-19. The said re-casted accounts were taken on record by the NCLT on 26 October, 2021, and
the consequential voluntary revision of the books of accounts for the financial years 2019-20 and 2020-21 were carried out by the Company. In this
connection, the Company filed an application with the Central Board of Direct Taxes (‘CBDT’) seeking approval to revise the income tax returns based
on the re-casted / revised books of accounts for the financial years 2014-15 to 2019-20. However, the CBDT, vide its order dated 29 February,
2024, rejected the Company’s application.

Aggrieved by this rejection order, the Company filed a Writ Petition before the Hon’ble Bombay High Court. The Hon’ble Bombay High Court, in its
order dated 30 April, 2024, issued the following directions:

(a) Allowing the Company to file its revised income tax returns based on the re-casted / revised accounts for the financial years 2014-15 to
2019-20.

(b) Directing the Income Tax Department to complete the assessment of these revised returns. In compliance with the Hon’ble Bombay High
Court’s order, the Company filed the revised income tax returns based on the re-casted accounts for the financial years 2014-15 to 2019-20
in the current year.

Subsequently, the Company received assessment orders for certain periods based on the revised income tax returns filed. Due to various
disallowances / additions made, completed assessment orders resulted in tax demands of ' 248.40 crores for which appeals have been filed. The
same has been subsequently stayed by the department. Based on management assessment, duly supported by legal opinion from senior counsel,
the Company believes that it has strong case on merit that these disallowances / additions are in principle not tenable under law including in relation
to the periods for which revised income tax returns are filed, as applicable. Accordingly, no adjustments are considered necessary in the standalone
financial statements in this regard.

Deferred tax relates to the following:

The Company has issued following equity shares under employee stock option scheme:

During the year 1536230 equity shares of the face value ' 2 each per equity share, for an aggregate consideration of ' 32.35 crores.
(Previous year 201780 equity shares of the face value ' 2 each per equity share, for an aggregate consideration of ' 3.15 crores).

(b) Terms / rights attached to equity shares:

The Company has one class of share capital, i.e., equity shares having face value of ' 2 per share. Each holder of equity share is
entitled to one vote per share.

In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of
all preferential amounts, in proportion to their shareholding. The Company declares and pays dividend in Indian rupees. The dividend
proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

(c) Details of shareholders holding more than 5% shares in the Company:

Refer the standalone statement of changes in equity for detailed movement in balances.

(a) Dividend paid and proposed:

The Company has declared and paid interim dividend of ' 1.30 per share, resulting in a dividend payout of ' 198.75 crores for the
financial year 2024-25 (previous year ' 1.30 per share, resulting in a dividend payout of ' 198.55 crores).

(b) Nature and purpose of items in other equity:

(i) Retained earnings:

Retained earnings are the profits that the Company has earned till date and includes any transfers to general reserve, dividends
or other distributions paid to the shareholders.

(ii) General reserve:

General reserve comprises of transfer of profits from retained earnings for appropriation purpose, the reserves can be distributed
/ utilised by the Company in accordance with the provisions of the Companies Act, 2013.

(iii) Capital reserve:

Capital reserve mainly represents the amount recognised on demerger of consumer product business and can be utilised in
accordance with the provisions of the Companies Act, 2013.

(iv) Capital redemption reserve:

Capital redemption reserve was created on buy back of shares. The Company may issue bonus shares to its members out of the
capital redemption reserve.

(v) Securities premium:

Securities premium reserve is used to record the premium on issue of shares and can be utilised in accordance with the
provisions of the Companies Act, 2013.

(vi) Share options outstanding account:

Share options outstanding account represents fair value of the options granted which is to be expensed out over the life of the
vesting period as employee compensation costs reflecting period of receipt of service.

(b) Nature of other provisions:

(i) Product warranties: The Company gives warranties on certain products and services in the nature of repairs / replacement, which
fail to perform satisfactorily during the warranty period. Provision made represents the amount of the expected cost of meeting
such obligation on account of rectification / replacement. The timing of outflows is generally expected to be within a period of two
years from the date of balance sheet.

(ii) Provision for tax related litigations include liability on account of non-collection of declaration forms and other legal matters
related to Sales Tax, Excise Duty, Custom Duty, Service Tax and Goods & Services Tax which are in appeal under the relevant Act /
Rules. The above provision represents expected future outflows relating to various tax related matters, timing of which cannot be
ascertained. The assumptions used to calculate the provisions are based on past experience of similar matters and professional
consultations.

(iii) Provision for other litigation related obligations represents estimated liabilities that are expected to materialise in respect of other
matters under litigation. The above provision represents expected future outflows relating to litigation related matters, timing of
which cannot be ascertained. The assumptions used to calculate the provisions are based on past experience of similar matters
and professional consultations.

37. CONTINGENT LIABILITIES AND COMMITMENTS

a) Matters wherein management has concluded the Company's liability to be probable have accordingly been provided for in the books
(Refer note 27).

b) Matters wherein management has concluded the Company's liability to be possible have accordingly been disclosed under Note A,
Contingent liabilities below.

c) Matters wherein management is confident of succeeding in these litigations and have concluded the Company's liability to be remote.
This based on the relevant facts of judicial precedents and as advised by legal counsel which involves various legal proceedings and
claims, in different stages of process.

Notes:

(i) From time to time, the Company is involved in claims and legal matters arising in the ordinary course of business. Management is not currently
aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

(ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at A(a) to A(d) above, pending resolution of the
arbitration / appellate proceedings.

(iii) Sales tax / VAT / goods and service tax cases include disputes pertaining to disallowances of input tax credit and non-submission of various
forms with authorities.

(iv) Excise duty / custom duty / service tax cases include disputes pertaining to inadmissibility of cenvat credit, short payment of service tax on
work contracts, refund of excise duty on export of transformers, interest payment on provisional assessment cases, etc.

(v) Contingent liabilities for Income tax cases pertains to disallowance of expenses, etc.

(vi) The Company had received Assessment Order dated 27 February, 2024 under 143(3) of the Income Tax Act, 1961, pertaining to financial
year 2021-22. As per Assessment Order, tax demand payable is ' 188.79 crores. The Company has filed appeal before Commissioner
of Income Tax (Appeals). Considering the facts, demand raised is mainly on account of disallowance of claims for settlement of corporate
guarantee and non-granting of set-off tax losses. The management strongly believes that the demand is not sustainable, bad in law and will be
reversed at appellate levels. The Company has obtained stay on tax demand by paying ' 4.89 crores, as per stay order issued by the Deputy
commissioner of Income tax.

Refer note 9 for details in relation to assessment of revised income tax returns based on the re-casted / revised accounts.

Notes :

(i) The actuarial valuation of plan assets and the present value of the defined benefit obligation were carried out as at 31 March, 2025 and
as at 31 March, 2024. The present value of the defined benefit obligation and the related current service cost and past service cost,
were measured using the Projected Unit Credit Method.

(ii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated
term of the obligations.

(iii) The salary escalation rate is arrived after taking into consideration the seniority, the promotion and other relevant factors, such as,
demand and supply in employment market.

(iv) Risk analysis:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring
higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of
asset.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such,
an increase in the salary of the members more than assumed level will increase the plan’s liability.

Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by
reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will
create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other
debt instruments.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any
longevity risk.

43. StGIVItNI ntrUnllNu

The Company has the following reportable segments:

Power Systems : Transformer, Switchgear and Turnkey Projects

Industrial Systems : Electric Motors, Alternators, Drives, Traction Electronics and SCADA

Identification of segments:

The chief operational decision maker monitors the operating results of its Business Segments separately for the purpose of making decisions
about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured
consistently with profit or loss in the standalone financial statements. Operating segments have been identified on the basis of the nature of
products / services and have been identified as per the quantitative criteria specified in the Ind AS.

Segment revenue and results:

The expenses and incomes which are not directly attributable to any business segment are shown as unallowable expenditure (net of
unallocated income).

Segment assets and liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipment, trade
receivables, cash and cash equivalents and inventories. Segment liabilities primarily include trade payables and other liabilities. Common
assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallowable assets / liabilities.

Inter segment transfer:

Inter segment prices are normally negotiated amongst segments with reference to the costs, market price and business risks. Profit or loss
on inter segment transfers are eliminated at the Company level.

Summary of the segmental information as at and for the year ended 31 March, 2025 is as follows:

44. RELATED PARTY DISCLOSURES (Contd.)

(iii) Key Management Personnel:

1 Amar Kaul - Managing Director & CEO (Appointed w.e.f. 25 July, 2024)

2 Natarajan Srinivasan - Managing Director (Ceased w.e.f. 24 July, 2024)

3 Susheel Todi - Chief Financial Officer

4 Sanjay Kumar Chowdhary - Company Secretary and Compliance Officer (Appointed w.e.f. 09 May, 2023)

5 P Varadarajan - Company Secretary and Compliance Officer (Ceased w.e.f. 08 May, 2023)

Non Executive Directors:

1 Vellayan Subbiah - Chairman, Non-Independent Non-Executive Director

2 M A M Arunachalam - Non-Independent Non-Executive Director

3 P S Jayakumar - Independent Non-Executive Director

4 Sasikala Varadachari - Independent Non-Executive Director (Ceased w.e.f. 17 September, 2024)

5 Kalyan Kumar Paul - Non-Independent Non-Executive Director (Ceased w.e.f. 10 September, 2024)

6 Sriram Sivaram - Independent Non-Executive Director

7 Mammen Chally - Independent Non-Executive Director (Appointed w.e.f. 28 Janaury, 2025)

8 Vijayalakshmi R Iyer - Independent Non-Executive Director

(iv) Other Related Parties (with whom the Company has transactions):

1 Shanthi Gears Limited - Fellow subsidiary

2 Cellestial E-Trac Private Limited - Fellow subsidiary

(Merged with TI Clean Mobility

Private Limited w.e.f. 1 April, 2023)

3 TI Clean Mobility Private Limited - Fellow subsidiary

(w.e.f. 1 April, 2023)

4 3Xper Innoventure Limited - Fellow subsidiary

(v) Post Employment Benefit Entity:

1 CG Gratuity Fund

46. FAIR VALUE MEASUREMENTS

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current

transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. The Company has not disclosed the fair value of financial instruments such as trade receivables, cash and cash equivalents, bank
balances other than cash and cash equivalents, non-current financial assets - loans, current financial assets - others, current and
non-current financial liabilities - borrowings, trade payables and other financial liabilities because their carrying amounts are a
reasonable approximation of fair value and hence these have not been categorised in any level in the table given below. Further, for
financial assets, the Company has taken into consideration the allowances for expected credit losses and adjusted the carrying values
where applicable.

2. The fair values of the quoted investments / units of mutual fund schemes are based on market price / net asset value at the reporting date.

3. The fair values for loans given are calculated based on discounted cash flows using current lending rates and individual credit
worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these loans given.
Accordingly, fair value of such instruments are not materially different from their carrying values.

4. Fair values of the Company's interest-bearing borrowings are determined by using discounted cash flow method using the current
borrowing rates. Fair value of such instruments are not materially different from their carrying values.

5. The Company has carried all other financial assets and other financial liabilities, other than those disclosed in the table below at
amortised cost.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable.

Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
unobservable.

47. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company's activities expose it to certain financial risks namely credit risk, market risk and liquidity risk. The financial risks are manage
in accordance with the Company's risk management policy which has been approved by its Board of Directors.

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 price:
Market risk comprises of risk such as:currency risk, interest rate risk and other price risk. Financial instruments affected by market ris
include foreign currency receivables, payables, loans and borrowings and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in mark
interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligation
with floating interest rates. The Company has managed its interest rate risk by balancing the proportion of fixed rate and floating ra1
financial instruments in its total portfolio.

Foreign currency risk

The Company's functional currency is Indian Rupee. The Company undertakes transactions denominated in foreign currencies an
consequently the Company is exposed to foreign exchange risk. Foreign currency exchange rate exposure is partly balanced by purchasin
of goods, commodities and services in the respective currencies. The Company evaluates exchange rate exposure arising from foreig
currency transactions and the Company follows established risk management policies.

Unhedged foreign currency exposure as at 31 March, 2025

Credit risk

Credit risk refers to the risk that counterparty 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) and from its financing activities
including loans, foreign exchange transactions and other financial instruments. Credit risk arises from the possibility that counter party may
not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers,
taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable.
Individual risk limits are generally set to manage credit risk. General payment terms include credit period ranging from 45 to 90 days and
where applicable, mobilisation advance, progress payments and certain retention money to be released at the end of the project.

Where the loans or receivables are impaired, the Company continues to engage in enforcement activity to attempt to recover the receivable
due.

The Company is exposed to credit risk for trade receivables, cash and cash equivalents, investments, other bank balances, loans given, other
financial assets and financial guarantees.

In respect of financial guarantees provided by the Company to banks and financial institutions, the maximum exposure which the Company
is exposed to is the maximum amount which the Company would have to pay if the guarantee is called upon or in case where settlement
is agreed, the settlement amount. Based on the expectation at the end of the reporting period, the Company considers that it is more likely
than not that such an amount will not be payable under the guarantees provided except as otherwise stated in respect of guarantees where
settlement is agreed.

47. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Contd.)

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 manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

Maturity profile of financial liabilities:

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on
contractual undiscounted payments.

General credit terms for the trade payables are in the range of 30 to 180 days. The Company has access to credit facilities to mitigate any short-term
liquidity risk.

Collaterals:

The Company has provided a charge over its current assets as primary security for the banking facilities extended to the Company.

48. CAPITAL MANAGEMENT

For the purposes of the Company's capital management, capital includes issued capital and all other equity reserves. The primary objective of
the Company's capital management is to maximise shareholder value. The Company manages its capital structure and makes adjustments
in the light of changes in economic environment and the requirements of the financial covenants. The Company monitors capital using
gearing ratio, which is total debt divided by total capital plus debt.

Gearing ratio

The gearing ratio at the end of the reporting period is as follows:

53. OTHER STATUTORY INFORMATION

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

(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iii) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

(iv) Following are the details of the funds invested by the Company to Intermediaries for further advancing to the Ultimate beneficiaries:

(v) The Company has not received any fund from any persons or entities, including foreign entities (Funding Parties) 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) The Company has not made any such 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 provision of the Income Tax Act, 1961).

(vii) The Company does not have any transactions with companies which has been struck off by ROC under Section 248 of the Companies
Act, 2013.

(viii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any
government authority.

54. TRANSFER FROM GENERAL RESERVE TO RETAINED EARNINGS

The Board of Directors of the Company, at its Meeting held on 19 October, 2022 had approved a Scheme of Arrangement (“Scheme”) under
Section 230 and other applicable provisions of the Companies Act, 2013 (“Act”). The Scheme inter-alia provides for capital reorganization
of the Company, whereby it is proposed to transfer ' 400 Crores from the General Reserves to the Retained Earnings of the Company
with effect from the Appointed Date i.e. the effective date of the scheme mentioned in the Scheme. The Scheme was subject to receipt of
regulatory approvals / clearances from the Hon'ble National Company Law Tribunal, Mumbai Bench (“NCLT”), Securities and Exchange Board
of India (“SEBI”), BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) and such other approval / clearances, as may be
applicable. BSE was appointed as the Designated Stock Exchange by the Company to obtain the No Objection Certificate (“NOC”) from SEBI
under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. BSE had intimated the Company that it
can re-submit the Scheme with revised rationale. After evaluation, the Company has decided not to proceed with the Scheme.

55. STANDARDS ISSUED BUT NOT YET EFFECTIVE

There are no standards of accounting or any addendum thereto, prescribed by Ministry of Corporate Affairs under section 133 of the
Companies Act, 2013, which are issued but are not yet effective as at 31 March, 2025.

56. UPDATES ON INVESTIGATION FOR PAST YEARS

The Company is fully co-operating with the ongoing investigation by Serious Fraud Investigation Office (‘SFIO’) and other regulatory authorities
on the affairs of the Company pertaining to past period and against erstwhile promoters and erstwhile key managerial personnel relating to
transactions that took place when the Company was under the control of the erstwhile promoters / management. In respect to this there is
no impact on current year financials of the Company.

57. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for all relevant transactions recorded in the software, except that -

a) in respect of SAP applications, the audit trail feature was not enabled for changes made (if any) by users with privileged / administrative
access rights to the SAP applications and the underlying database; and

b) in respect of other accounting software used for payroll processing and approval of discounts, the audit trail feature was not enabled
at the database level to log any direct changes to data for the period from 1 April, 2024 to 17 February, 2025 and from 1 April, 2024
to 3 May, 2024, respectively.

Further no instance of audit trail feature being tampered with was noted in respect of accounting software where the audit trail has been
enabled.

Additionally, the audit trail of relevant prior year has been preserved by the Company as per the statutory requirements for record retention
to the extent it was enabled and recorded in the relevant year.

58. Amounts shown as ' 0.00 represents amount below ' 50,000 (Rupees Fifty Thousand).

For and on behalf of the Board

As per our report of even date Amar Kaul Vellayan Subbiah

For S R B C & CO LLP Managing Director & CEO Chairman

Chartered Accountants (DIN : 07574081) (DIN : 01138759)

ICAI Firm Registration No. 324982E/E300003

per Aravind K Susheel Todi Sanjay Kumar Chowdhary

Partner Chief Financial Officer Company Secretary

Membership No. 221268