13.2 Rights, Preferences and restrictions attached to each class of shares :

Equity Shares: The company has one class of equity shares having a par value of ' 10/- per share. Each shareholder is eligible for one vote per share held.

13.4 Buy Back of Equity Shares:

The Company had bought back 5,37,685 fully paid-up equity shares of face value of ' 10 each, constituting up to 6.60% of the issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2021. The Buy Back was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company, by way of a Tender Offer for cash at a price of ' 125/- (Rupees One Hundred Twenty Five only) per Equity Share for an aggregate amount up to ' 672.11 Lakhs excluding transaction cost(s) and in accordance with the provisions of Companies Act, 2013 and SEBI (Buy-Back of Securities) Regulations, 2018. The Buy Back offer opened on October 5, 2021 and closed on October 27, 2021. The Buy Back size was about 9.67% of the aggregate paid-up equity capital and free reserves of the Company as per the standalone financial statements of the Company for the financial year ended March 31, 2021. The shares accepted under the Buy Back were extinguished in compliance with the provisions of Regulation 11 of SEBI (Buy-back of Securities) Regulations, 2018 and total issued capital was thus, then reduced to 91,63,603 equity shares of ' 10/- and the premium on buy-back of ' 618.34 Lakhs was adjusted against Securities Premium Account.

39 DERIVATIVE INSTRUMENTS

The Company enters into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter party in such forward contracts is a bank. These contracts are entered to hedge the foreign

41 RISK MANAGEMENT

41.1 Financial Risk Managements

In the course of its business, the Company is exposed to a number of financial risks: Liquidity Risk, Credit Risk, Market Risk. This note present the Company’s objective, policies and processes for managing its financial risk and capital.

41.2 Liquidity Risk

Liquidity Risk refers to risk that the Company may encounter difficulties in meeting its obligations associated with financial liabilities that are settled in cash or other financial assets. The Company regularly monitors rolling forcast to ensure that sufficient liquidity is maintained on and ongoing basis to meet operational needs. The Company manages the liquidity risk by planning the investments in a manner such that the desired quantam of funds could be made available to meet any of the business requirments within a resonable period of time. In addition the Company also maintains flexibility in arranging the funds by mantaining commited credit lines with various banks to meet the obligations.

41.3 Credit Risk

Credit Risk refers to risk of financial loss to the Company if a customer or counter- party fails to meet its contractual obligations. The Company has following categories of financial assets that are subject to credit risk evaluation;

41.3.1 Trade Receivables

Credit risk arising from trade receivable is managed in accordance with the Company’s established policies with regard to credit limits, control and approval procedures.

41.3.2 Other financial assets

Other financial assets include employee loans, security deposits etc. Based on historical experience and credit profiles of counterparties, the Company does not expect any significant risk of default.

The Company’s maximum exposure to credit risk for each of the above categories of fiancial assets in their carrying values at the reporting dates.

41.4 Market Risk

41.4.1 Interest Rate Risk

Interest rate risk refers to risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market interest rates. Also, there are no significant borrowings as at the balance sheet date.

41.4.2 Price Risk

Price Risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is exposed to the price risk mainly from investment in mutual funds and investment in equity instruments..

41.4.3 Foreign Currency Risk

Foreign currency risk refers to risk that the fair value of future cash flows of an exposure may fluctuate due to change in the foreign exchange rates. The Company is exposed to foreign currency risk arising out of transactions in foreign currency. Foreign exchange risk are managed in accordance with the Company’s established policy for foreign exchange management. The Company enters in to forward contracts as per the hedging policy to hedge against its foreign currency exposures. The impact of strengthening /weakening of foreign currencies on the outstanding exposures remaining unhedged at the year-end is not significant.

42 PAYMENT OF DIVIDEND

42.1 Dividend paid during the year

Dividends paid during the year ended March 31, 2025 include an amount of ' 1.80 per equity share towards final dividend for the year ended March 31, 2024. Dividends paid during the year ended March 31, 2024 include an amount of ' 1.50 per equity share towards final dividend for the year ended March 31, 2023.

42.2 Dividend

Dividends declared by the Company are based on the profit available for distribution. The Board of Directors have proposed a final dividend of ' 1.50 (Previous year ' 1.80) per equity share amounting to ' 137.45 Lakhs for the year 2024-25 ( Previous year ' 164.94 Lakhs ) after the balance sheet date, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company and therefore, the proposed final dividend has not been recognised as the liability as at the balance sheet date in line with Ind-AS 10 on ‘Events after the reporting period’.

(b) Fair Value Hierarchy

The fair value hierarchy is based on inputs to valution techniqes that are used to measure fair value that are either observable or unobservable and consist of the following three levels :

Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Inputs are other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs are not based on observable market data (unobservable inputs). Fair value are determined in whole or in part using a valuation model based on assumption that are neither supported by prices from observable current market transaction in the same instrument nor are they based on available market data.

The Investments included in leval 3 of fair value heirachy have been valued using the cost approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within the range.

45 CAPITAL COMMITMENT

The estimated amount of contracts remaining to be executed on capital account not provided for as on the date of the Balance Sheet is ' NIL (P.Y. ' NIL).

46 DETAILS OF BENAMI PROPERTY HELD

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.

47 BORROWINGS FROM BANKS FOR CREDIT FACILITY

There is no material or significant deviation in the quarterly returns or statements of current assets filed by the Company with the banks or financial institutions vis-a-vis the books of accounts for the year. The deviations, if any, have been intimated by the Company to the banks or financial institutions, wherever necessary.

48 WILFUL DEFAULTER

The Company is not declared wilful defaulter by any bank or financial institution or other lender during the year.

49 RELATIONSHIP WITH STRUCK OFF COMPANIES

The Company has not entered into any transactions with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.

50 REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES (ROC)

During the year, there are no instances of any charges or satisfaction which are pending for registration with ROC beyond the statutory period.

51 COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES

The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

52 COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS

There is no Scheme of Arrangement approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 during the year and hence, no disclosures are required to be made by the Company in the books of account of the Company during the year.

53 UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM RULE 11(E)

No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”).

No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”).

54 The Company does not have any transactions not recorded in books of accounts that has been surrendered or disclosed as income during the year and previous year in the tax assessments under the Income Tax Act, 1961.

55 The Company has not traded or invested in any crypto currency or virtual currency during the year and previous year.

56 There has been no fraud by the Company or on the Company during the year and previous year.

57 ROUNDING OF AMOUNTS

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

58 Previous year's figures have been regrouped / reclassified / restated, wherever necessary to correspond with the current year's classification / disclosure.

The Company does not have any outstanding debt as at the end of the year. Hence Debt : Equity Ratio & Debt Service Coverage Ratio have not been computed for the current as well as the previous year.