1.11 Provisions, Contingent Liabilities and Contingent Assets

The assessments undertaken in recognising provisions and contingencies have been made in accordance with the applicable Ind AS-37 "Provisions, Contingent Liabilities and Contingent Assets".

A. Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of past events, and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such an obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognized in the statement of profit and loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to reflect the current best estimate.

B. Contingent Liabilities

The Contingent Liabilities are disclosed by way of a note to the Financial Statements, after careful evaluation by the management of the facts and legal aspects of the matter involved.

Company has significant capital commitments in relation to various capital projects which are not recognized on the balance sheet. In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Guarantees are also provided in the normal course of business. There are certain obligations which management has concluded, based on all available facts and circumstances, are not probable of payment or are very difficult to quantify reliably, and such obligations are treated as contingent liabilities and disclosed in the notes but are not reflected as liabilities in the financial statements. Although there can be no assurance regarding the final outcome of the legal proceedings in which the Company is involved, it is not expected that such contingencies will have a material effect on its financial position or profitability.

C. ContingentAssets

A Contingent Asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity

Acontingent asset, if any is not recognised but disclosed where an inflow of economic benefit is probable.

1.12 Selling/Marketing Expenses

a) Warranty is extended when the products are sold. Provisions for expected cost of warranty obligations from sale of products are recognised on the date of sale of the relevant products at the Management's best estimate of the expenditure required to settle the obligation which takes into account the empirical data on the nature, frequency and average cost of warranty claims and regarding possible future incidences.

b) Commission, Discount and other expenses payable on sales are recognized on determination of amount payable in accordance with arrangement/contracts with the parties.

1.13 Employee Benefits

A. Short Term Employee Benefits

Short Term Employee benefits are recognised as an expense at the undiscounted amounts in the Statement of Profit & Loss of year in which the related services are rendered.

B. Defined Contribution Plans

Provident Fund & ESIC are defined contribution schemes established under a State Plan. The contributions to the schemes are charged to the Statement of Profit & Loss in the year of incurrence.

C. Defined Benefits Plans

The company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on post-employment at 15 days' salary (last drawn salary) for each completed year of services as per the rules of the company. The aforesaid liability is provided for on the basis of an actuarial valuation made using Projected Unit Credit Method at the end of financial year. The scheme is funded with an insurance company in the form of a qualifying insurance policy. Remeasurement gains/losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur in Other Comprehensive Income. These gains/losses which are recognised in Other Comprehensive Income are reflected in retained earnings and are not reclassified to profit or loss.

D. Compensated Absences

Employees are entitled to accumulate leave subject to certain limits for future encashment. The liability in respect of compensated absences is provided for on the basis of actuarial valuation made at the end of the financial year using Projected Unit Credit Method. The said liability is not funded.

1.14 Dividends

Provision is made for the amount of any final dividend declared in the accounts on the date of its approval by the shareholders and no longer at the discretion of the board. Interim dividends, if any are recorded as a liability on the date of declaration by the company's board of directors.

1.15 Earnings PerShare

The Earnings considered for ascertaining the Company's Earnings Per Share (EPS) comprises the Net Profit / Loss after Tax. The Number of Shares used in computing Basic EPS is the Weighted Average Number of Shares outstanding during the year. The number of shares used in computing diluted EPS comprises weighted average number of shares considered for deriving basis EPS, and also the weighted average number of equity shares that would be issued on the conversion of all dilutive potential equity shares. In case of dilutive potential equity shares, the difference between the number of shares issuable and number of shares that would have been issued at fair value are treated as diluted potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date

1.16 Share-based payment arrangements

Equity-settled share-based payments to employees (employee stock option plan) are measured by reference to the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Company's estimateof equity instruments that will eventually vest, with a corresponding increase in equity at the end of the year. At the end of each year, the Company revises its estimateof the number of equity instruments expected to vest. The impact of the revision of the original estimates,if any, is recognised in profitor loss such that the cumulative expense reflectsthe revised estimate,with a corresponding adjustment to the share optionsoutstanding account.

1.17 Exceptional items

When an item of income or expense within Statement of profit and loss from ordinary activity is of such size, nature or incidence that its disclosure is relevant to explain more meaningfully the performance of the Company for the year, the nature and amount of such items is disclosed as exceptional items.

1.18 Summary Critical Estimates & Judgments

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. The management also needs to exercise judgment in applying the Company's accounting policies. This note providesan overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included below

A. Deferred taxes

The company recognises that net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the company to make significant estimates related to expectations of future taxable income, which may have a scope of causing a material adjustment to the carrying amounts of assets and liabilities.

B. Contingent liabilities

In the normal course of business, contingent liabilities may arise from litigations and other claims against the Company. Where the potential liabilities have a low probability of crystallizing or are very difficult to quantify reliably, the Company treats them as contingent liabilities. Such liabilities are disclosed in the notes but are not provided for in the financial statements. Although there can be no assurance regarding the final outcome, the Company does not expect them to have a materially adverse impact on our financial position or profitability.

C. Fair Value Measurements and Valuation Processes

Some of the Company's assets and liabilities are measured at fair value for financial reporting purposes. The Management determines the appropriate valuation techniques and inputs for the fair value measurements. In estimating the fair value of an asset or a liability, the Company used market-observable data to the extent it is available. Where Level 1 inputs are not available, the Company engaged third party qualified valuers to perform the valuations in order to determine the fair values based on the appropriate valuation techniques and inputs to fair value measurements. Fair Value of Financial Guarantees extended by the Company to secure credit facilities availed by the Company's subsidiaries from bank, has been determined based on estimated amount that would be payable to a third party for assuming the obligations.

32 Contingent Liabilities and Commitments A Contingent Liabilities :

(i) Guarantees given by the bank on behalf of the Company Rs. Nil (Rs. 12.55 lakhs).

(ii) Guarantee given for maximum Rs. 16,678.00 lakhs (Rs. 18,326.00 lakhs) to Bank of Baroda, Mumbai, India, for subsidiary’s credit facilities. The carrying amounts of related financial guarantee contracts are recognised in books of account are Rs. 675.61 lakhs as at 31.03.2024 (Rs. 670.34 lakhs).

(iii) Guarantee given for maximum Rs. 56,500.00 lakhs to Vistra ITCL (India) Limited, Mumbai, India (Debenture Trustee) for non convertible debentures issued by the company in previous year and its subsidiary Setco Auto Systems Private Limited.

B Note on Pending Litigation :

(i) The Company had filed a case against a competitor for cancellation of registration of design granted by Controller of Patents and Designs in Kolkata High Court. In view of the settlement of differences under a consent terms, the said case became infructuous and the process of withdrawal of the case is under process.

(ii) The Company has received Assessment Orders under section 143(3) read with section 144C (3) for A.Y. 2017-18 & A.Y.2018-19 in which certain additions are made resulting in demand of Rs.0.35 lacs and Rs Nil amount respectively. The matters on which additions are made in respect of product development expenses, are adjudicated in favour of the Company by the Income tax Appellate Tribunal. These adjudicated matters are not contested further by the Income tax Department.

The company’s appeals in which additions are made are contested before the Commissioner of Income tax (Appeals) which are pending for disposal. Based on adjudication by the Income tax appellate tribunal, the appeal before the CIT Appeals are expected to decide in favour of the company. Therefore, the demand arising on account of such additions are expected to be deleted and hence not provided for.

The penalty proceedings initiated by the Department under section 271(1)(c) of the Income tax Act, 1961 based on additions made in the assessments referred to above are requested to be kept in abeyance till the disposal of appeal. Based on adjudication of the matters decided in favour of the company it is expected that such proceedings will be dropped.

(iii) The proceedings initiated against the company by the Income Tax Department U/s. 276B/276BB of Income Tax Act, 1961 are dropped pursuant to the representation made during the year.

(iv) During the year, the Company has received few Summons from the Securities and Exchange Board of India (“SEBI") for the alleged violations of certain SEBI Regulations. The Company submitted the desired information to the Authority as required and would provide the required information as and when asked for. The Company, after considering all material available with it and in terms of the legal advice received by the Company in this respect, believe that the Company is in compliance with applicable laws.

The company's management reasonably expects that these cases when ultimately concluded/adjudicated will not have any material or adverse effect on the company's results or the operations or financial condition.

33 Trade payable and receivables

Trade payables’ balances for which balance confirmations have been received, have been reconciled and necessary adjustments, if any, has been accounted. In respect of trade receivables and other debit/credit balances, for which balance confirmations have been received, have been reconciled and necessary adjustments, if any, has been accounted.

34 Employee Benefits

Disclosure pursuant to Ind AS - 19 "Employee Benefits" i) Defined Contribution Plans

An amount of Rs 1.29 lakhs (Rs. 70.43 lakhs) (Provident Fund & ESIC) is recognized as an expense and included in Note 21 under the head “Employee Benefits”.

40 Audit Trail:

The company has used an 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. There are two exceptions noted by the Company's management

a) Table schema level changes carried out from the application are not tracked; and

b) The company uses SAP application, which is operated by a third-party software service provider, for maintaining its books of account and said party has not provided either SOC2 report or Independent auditor’s report. However, these exceptions do not impact the internal control environment of the Company.

41 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 (i) 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 (ii) provide any guarantee, security orthe like to or on behalf of the Ultimate Beneficiarie

42 The Company has not received any fund from any person(s) or entity(is), 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.

43 The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year

44 No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition)Act, 1988 (45 of 1988) and rules made thereunder.

45 The Company has not entered any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

46 The Company has not made any contribution to the political parties during FY 2023-24. (PY: NIL).

47 Figures in brackets represent previous year’s figures

48 Previous year’s figures have been regrouped/ reclassified wherever necessary to correspond with the current year’s classification/ disclosure As per our report of even date attached

For Sharp & Tannan Associates For and on behalf of Board

Chartered accountants ___ Harish Sheth UditSheth UrjaShah

(ICAI Firm registration No.: 109983W) _.. „ _ .

Chairman & Managing Director Vice Chairman Executive Director

(CA Pramod Bhise) .. . . .

Partner Arun Arora Ashok Jha Suhasini Sathe

Membership No.: 047751 Independent Director Independent Director Independent Director

Kuldeep Singh Hiren Vala

Chief Financial Officer Company Secretary

Place: Pune Place: Mumbai

Date : July 12 2024 Date : July 12 2024