(c) MATERIAL ACCOUNTING POLICIES

i) Property, Plant and Equipment

Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at acquisition cost net of accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property, plant and equipment comprises of its purchase price including import duties and other nonrefundable purchase taxes or levies, directly attributable cost of bringing the asset to its working condition for its intended use and the initial estimate of decommissioning, restoration and similar liabilities, if any. Any trade discount or rebate is deducted in arriving at the purchase price. Cost includes cost of replacing a part of a plant and equipment if the recognition criteria are met.

Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant and equipment are capitalized at cost and depreciated over their useful life. Costs in nature of repairs and maintenance are recognized in the statement of profit and loss as and when incurred.

Capital work-in-progress includes cost of property, plant and equipment not ready for the intended use as at the balance sheet date.

The cost and related accumulated depreciation are eliminated from the Financial Statements upon sale or retirement of the property, plant and equipment and the resultant gains or losses are recognised in the statement of profit and loss. Property, plant and equipment to be disposed of are reported at the lower of the carrying value or the fair value less cost of disposal.

Where an item of property, plant and equipment comprises major components having different useful lives, these components are accounted for as separate items.

The Company had elected to continue with the carrying value of all of its property, plant and equipment appearing in the financial statements prepared in accordance with accounting standards notified under section 133 of the

Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (Generally Accepted Accounting Standards “Previous GAAP”) and used as the deemed cost of the property, plant and equipment in the opening balance sheet under Ind AS effective 1^st April, 2016.

Exchange differences arising on translation of long-term foreign currency monetary items recognised in the Previous GAAP financial statements in respect of which the Company has elected to recognise such exchange differences as a part of cost of assets is allowed under Ind AS 101. Such differences are added/deducted to/ from the cost of assets and are recognised in the statement of profit and loss on a systematic basis as depreciation over the balance life of the assets.

ii) Intangible Assets

Intangible assets acquired are initially measured at cost. Intangible assets arising on acquisition of business are measured at fair value as at date of acquisition. Following initial recognition, intangible assets with defined useful lives are carried at cost less accumulated amortization and accumulated impairment loss, if any.

Intangible Assets consist of Computer Software license or rights under the license agreement are measured on initial recognition at cost. Costs comprise of license fees and cost of system integration services and development.

The carrying amount of an intangible asset is derecognized when no future economic benefits are expected from its use

The Company had elected to continue with the carrying value of all of its intangible Assets appearing in the financial statements prepared in accordance with Indian accounting standards notified under section 133 of the Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (Generally Accepted Accounting Standards “Previous GAAP”) and used as the deemed cost of the Intangible Assets in the opening balance sheet under Ind AS effective 1^st April, 2016.

2.1 The details of Property, Plant & Equipment hypothecated against borrowings are presented in Note 13.3 to 13.8.

2.2 The amount of contractual commitments for the acquisition of Property, Plant & Equipment is disclosed in Note 30B(i).

2.3 The amount of Foreign Exchange Difference & Interest capitalised : NIL (P.Y. NIL).

2.4 All Property, Plant & Equipment are held in the name of the Company. The Title deeds of all immovable properties are in the name of Company.

2.5 All lease agreements are duly executed in favour of the Company.

2.6 Capital-work-in progress ageing schedule :

2.7 Capital Work-in-Progress, whose completion is overdue or has exceeded its cost compare to its original plan : NIL (P.Y. NIL).

2.8 Capital Work-in-Progress, project temporarily suspended : NIL (P.Y. NIL).

2.9 No Proceeding against the Company has 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.

2.10 Revaluation of Property Plant & Equipment, Rights to Use Assets and Intangible Assets : NIL (P.Y. NIL).

2.11 Land classifed as held for sale are the assets available for sale in its present condition and management is intending to conclude the sale within a period of 12 months of the Balance Sheet date and measured at the lower of its carrying value or fair value less cost of sale.

2.12 In terms of the resolution passed by the Board of Directors of the Company in their meeting held on 14^th November, 2022 an agreement for sale dated 07^th March, 2023 was executed, in respect of which the Company has executed Sale deed dated 18^th August, 2023 and an Amendment Deed of Sale Deed dated 08^th November, 2023 for the sale of part of the land bearing new survey no. 78/2 & 78/3 out of survey no. 78/1 to 78/5 (old survey no.16/1) at Village Sayli (larger land parcel) which was shown under the head “Assets held for Sale” as on 01^st April, 2023 to R R Kabel Ltd., a company in which two of the directors of the Company are directors and/or members after obtaining the order from Survey and Settlement officer, Silvassa and Deputy Collector (Silvassa) Dadra and Nagar Haveli for the sub-division of land larger land parcel and upon completion of other requirements including NOC from the lenders. The Sale Deed is not executed in respect of part of land out of larger land parcel bearing new Survey No. 78/1 admeasuring approx 14,005 sq. meters pending the survey

and sub-division order from the Survey and Settlement Officer, Silvassa and Deputy Collector (Silvassa) Dadra and Nagar Haveli in respect of which the Company had also executed an Agreement for Sale dated 07^th March, 2023. Pending the execution of Sale Deeds, an advance of ' 138.30 Lakhs (P.Y. ' 138.30 Lakhs) received by the Company from R R Kabel Ltd. is reported under ‘Other liabilities’ as on 31^st March, 2024 (Note 20).

3.1 The Company has issued Corporate Guarantee to HDFC Bank Ltd. (‘the Bank”) floating with personal guarantee of a director of company and his relatives for the working capital facility of ' 2,500/- Lakhs (P.Y. ' 2,500/- Lakhs) availed by Epavo Electricals Pvt. Ltd. (Epavo) duly secured by hypothication of current assets (Both present and future) of Epavo, under Deed of Guarantee dated 24^th March, 2023. The said Corporate Guarantee will be released upon creation of requisite security by Epavo (Note 35).

3.2 Guarantees are issued by the Company in accordance with Section 186 of the Companies Act, 2013 read with rules issued thereunder. Details of guarantees issued and outstanding - (Note 30.2 & 30.3).

3.3 The Company has complied with the provision of section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layer) Rules, 2017.

3.4 The Company had entered into a Scheme of arrangement in terms of sections 230 to 232 of the Companies Act, 2013, for amalgamation of a subsidiary company as detailed out in Note 50.

3.5 The Company has sold 13,64,480 equity shares of ' 5/- each of R R Kabel Limited (RRKL) under the Offer for Sale in the Initial Public Offering of RRKL @ 1,035/- per equity share. The net gain (net of expenses and tax) has been transferred to retained earnings including previously recognised unrealised gain (net of taxes) as reported under ‘Other Equity - Equity instruments through OCI’.

3.6 Investments are held in the name of the Company and/or its nominees. The company has not pledged its investments to raised loans.

3.7 Information on financial information, Company’s ownership interest and other information’s of subsidiaries and joint venture - Note 39 of the Consolidated Financial Statements.

4.1.3 Details of investments made and outstanding are given in Note 3 and Note 41.

4.2 Loans or advances to Promoters, Directors & KMPs : NIL (P.Y. NIL).

4.3 Loans given to the subsidiaries are out of accumulated profit and profit for the year and not from the borrowed fund.

4.4 No funds 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(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other person or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security of the like to or on behalf of the Ultimate Beneficiaries.”

4.5 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 whether, directly or indirectly, lend or invest in other persons or entities identified by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

9.3 Trade Receivables are generally non-interest bearing with credit period of 60 days to 90 days.

9.4 The Company has arranged channel financing facility for its customers from banks and a financial Institution against which a sum of ' 4,678.15 Lakhs (P.Y. ' 5,420.88 Lakhs) has been received (net of advances) as on the date of balance sheet and correspondingly the trade receivables stand reduced by the said amount. Also refer Note 30.2.

9.5 Trade Receivables have been pledged as a security against secured borrowing from the banks, the terms thereof disclosed in Note 13.3 & 13.4.

9.6 The Company’s exposure to credit risk, currency risk and market risk related to trade receivables are disclosed in Note 40(C).

9.7 Accounting policies on financial instruments - Note 1(C)(viii).

11.4 Terms/ rights attached to Equity Shares :

The Company has only one class of shares referred to as equity shares having face value of ' 5/- per share. Each holder of equity shares is entitled to one vote per share. The Dividend proposed by Board of Directors is subject to approval of the shareholders in the ensuring Annual General Meeting, except in case of interim dividend. As per the Companies Act, 2013 the holders of equity shares will be entitled to receive remaining assets of the Company, after the distribution of all preferential amounts in the event of the liquidation of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

11.5 Details of buy back of shares or issue of shares pursuant to contract without payment being received in cash or bonus equity shares issued during the previous 5 years immediately preceding the reporting date :

12.1 Security Premium

Security premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

12.2 General Reserve

General Reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General Reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income. Under the Companies Act, 2013 there is no mandatory requirement for transfer of a specific percentage of net profit to general reserve which was required under the erstwhile Companies Act, 1956.

12.3 Share based payment reserve outstanding

Share based payment reserve outstanding represents recognition of fair value of equity-settled share based option plan. Fair value of equity- settled share based payment transactions with employees is recognized in the Statement of Profit and Loss with corresponding credit to share based payment reserve. The share based payment reserve is used to recognise the value of equity- settled share- based payments provided to employees, including key management personnel, as part of their remuneration (Note 51).

12.4 Equity Instruments through Other Comprehensive Income (OCI)

This represents the cumulative gains/(losses) arising on the revaluation of equity instruments measured at fair value through other comprehensive income, under an irrevocable option, it will be reclassified to retained earnings when such assets are disposed off.

13.3 (i) The Term loan I is secured by :

a) First pari passu charge on immovable assets of the Company located at Survey No. 212/2 and Survey No 316 at Dadra, Silvassa, New Survey No. 78/1, 78/2 & 78/3 (Part of larger land parcel old survey no. 16/1) at Village Sayli, Silvassa and Survey No. 205, 206, 207/1,207/2, 193/1, 193/2 and 327/2/P2 at Waghodia, Dist. Vadodara.

Notes to Standalone Financial Statements for the year ended 31^st March, 2024. (contd.)

b) First pari passu charge on both present and future movable assets (except vehicles) of the Company.

c) Second pari passu charge on entire current assets of the Company both present and future.

d) Personal guarantee of Chairman and Managing Director of the Company and their relative.

(ii) The Term loan II & III are secured by :

a) Primary Guarantee of National Credit Guarantee Trustee Limited and approved under ECLGS scheme.

b) Second pari passu charge on immovable assets of the Company located at Survey No. 212/2 and Survey No

316 at Dadra, Silvassa, New Survey No. 78/1, 78/2 & 78/3 (Part of larger land parcel old survey no. 16/1) at Village Sayli, Silvassa and Survey No. 205, 206, 207/1,207/2, 193/1, 193/2 and 327/2/P2 at Waghodia, Dist. Vadodara.

c) Second pari passu charge on both present and future movable assets (except vehicles) of the Company.

d) Second pari passu charge on entire current assets of the Company both present and future.

13.4 (i) The working capital loans of ' 3,108.02/- Lakhs (P. Y ' 11,782.33/- Lakhs) is secured by :

a) First pari passu charge on entire current assets of the Company both present and future.

b) Second pari passu charge on immovable assets of the Company located at Survey No. 212/2 and Survey No 316 at Dadra, Silvassa, New Survey No. 78/1, 78/2 & 78/3 (Part of larger land parcel old survey no. 16/1) at Village Sayli, Silvassa and Survey No. 205, 206, 207/1,207/2, 193/1, 193/2 and 327/2/P2 at Waghodia, Dist. Vadodara and both present and future movable assets (except vehicles) of the Company.

c) Personal guarantee of Chairman and Managing Director of the Company and their relative.

(ii) The fixed deposit of ' 2,000.00/- Lakhs (P.Y. NIL) has been provided as margin money for overdraft working capital loans.

13.5 Personal guarantee has been given by the Chairman and Managing Director of the Company and their relative for unsecured working capital loans from banks. (Note 35).

13.6 Vehicle loans are secured by way of hypothecation of specific vehicle.

13.7 Other Unsecured Loans carry interest rates from 9% to 10% with different tenures.

13.8 Charges in respect of secured borrowings have been created in favour of IDBI Security Trusteeship Company and no separate charge has been created for each of the secured borrowings with each lender.

13.9 All the charges created or modified or satisfied were registered with the Registrar of Company within the statutory period from the date of creation of security.

13.10 Loans availed during the year have been applied for the purpose for which they have availed. The Company has not taken any loan from any entity or person on account of or to meet the obligation of its subsidiaries and joint venture.

13.11 Quarterly Returns/ stock statements of the current assets filed by the Company with its bankers are in agreement with the books of accounts.

13.12 Fund raised on short term basis have not been utilised for long term purpose.

13.13 Default in terms of repayment of Principal and Interest - NIL (P.Y. NIL).

13.14 The Company has not been declared as Wilful Defaulter by bank or financial institution or other lender or government authority.

17.1 Details of transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the income Tax Act, 1961 (such as search or survey or any other relevant provisions of the Income Tax Act, 1961) : NIL (P.Y. NIL) (Note 30.4).”

17.2 The Company does not have any unrecorded income and assets related to previous years which are required to be recorded during the year.

18.1 Grants relating to property, plant and equipment relate to duty saved on import of capital goods and spares under the EPCG scheme. Under such scheme, the Company is committed to export prescribed times of the duty saved on import of capital goods over a specified period of time. In case such commitments are not met, the Company would be required to pay the duty saved along with interest to the regulatory authorities. Such grants are recognised in the statement of profit and loss based on fulfilment of related export obligations.

19.1 Includes Amount of ' 17,815.98 Lakhs (P.Y.' 14,920.43 Lakhs) paid to suppliers through usance letter of credit issued by the bank under non-fund based working capital limits to the Company. The Company continue to recognise those liabilities till the settlement with the banks which are normally effected within a period of 60 days.

30.1 The Company is contesting the demands and the management believes that the Company’s position will likely to be upheld in the appellate process and accordingly, no provision has been made in the financial statements for the tax demands raised. The management believes that the ultimate outcome of these proceedings will not have material adverse effect on the Company’s financial position and results of operations.

30.2 The amount of Company’s Channel Financing facility utilised as on the date of balance sheet includes ' 2,778.79 Lakhs (P.Y. ' 2,679.21 Lakhs) with recourse.

30.3 The Company has issued Corporate Guarantee to HDFC Bank Ltd. (‘the Bank”) floating with personal guarantee of a director of company and his relatives for the working capital facility of ' 2,500/- Lakhs (P.Y. ' 2,500/- Lakhs) availed by Epavo Electricals Pvt. Ltd. (Epavo) duly secured by hypothecation of current assets (Both present and future) of Epavo, under Deed of Guarantee dated 24^th March, 2023. The said Corporate Guarantee will be released upon creation of requisite security by Epavo (Note 35).

30.4 The Income Tax Department (‘’the IT Department’’) had conducted a search and seizure action under section 132 of the Income Tax Act (“the Search”) on the Company, and related enities and their few employees in November, 2023. The Group at the time of the Search and subsequently has co-operated with the IT Department and responded to the clarifications, data and details sought by the IT Department. No assets of the Company were seized by the IT Department as part of the Search. The Company has not received any written communication from the IT Department regarding the outcome of the Search as of date. The Company after considering all available records, facts known to it and legal advice as of date, has not identified any adjustments to the current or prior period financial results at this stage. Pending outcome of the proceedings in this matter, the Company will re-evaluate the adjustments to the financial satement if needed at a future date as appropriate.

Proposed Dividend :

The Board of Directors at its meeting held on 14^th May, 2024 have recommended a payment of final dividend of ' 2.50/- per equity share of face value of ' 5.00/- each for the financial year ended 31^st March, 2024 (P.Y. ' 2.50/- per equity share), aggregate to ' 1,100/- Lakhs. The above is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.

Explanation for variance in the ratios by more than 25%

(i) The total comprehensive income for the year has been increased by more than 50% mainly due to sale of equity shares held under fair value through OCI and thereby corresponding change in the shareholders’ fund and the reduction in the debt of the Company .

Note 38: EMPLOYEE BENEFITS

A) Defined Benefit Plan- Gratuity (Funded)

The employees’ Gratuity Fund Scheme, is a defined benefit plan. The scheme is maintained and administered by Life Insurance Corporation of India (LIC) to which the Company makes periodical contributions. Under the scheme, every employee who has completed at least five years of service usually gets gratuity on departure @ 15 days of last drawn salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method.

1 The average duration of the defined benefit plan obligation at the end of the reporting period is 8.42 years (P.Y. 8.53 years).

2 The Company expects to contribute ' 40.00 Lakhs (P.Y. ' 40.00 Lakhs) to the plan during the next financial year.

3 The estimates of rate of escalation in salaries considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

4 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.

5 The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method.

B) Defined Contribution Plan - Provident Fund

The Company makes its contribution alongwith the share of employees’ contribution deducted from salary on monthly basis to Employees’ Provident Fund administered by the Central Government. The Company’s Contribution is charged to Statement of Profit & Loss. The Company has no obligation for any further contribution in case of any shortfall. The details of contribution are as under:-

The carrying amounts of financial assets (other than security deposits and loan to employees) and financial liabilities (other than long term borrowings, lease liabilities & security deposits) measured at amortised cost in the financial statements are reasonable approximation of their fair values since the Company does not anticipate that the carrying amount would be significantly different from the value that would eventually be received or settled.

Management uses its best judgment in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.

There have been no transfers between Level 1 and Level 2 for the years ended 31^st March, 2024 and 31^st March, 2023.

C) Financial Risk Management- Objectives and Policies

The Company is exposed to: (a) Market Risks comprising of Interest Rate Risk, Currency Rate Risk, Commodity Price Risk and Equity Price Risk (b) Liquidity Risk and (c) Credit Risk comprising of trade receivable risk and financial instrument risk. The Company has well placed Risk Management Policy (RMP). The policy provide broad guidelines to identify the risk arising from these factors and provide guidelines to the team for its mitigation or at-least minimize its effect on income / expense on the Company is optimized. Team involved in RMP meets frequently to discuss the level of risk they foresee based on the conditions persisting.

The Company’s exposure to Market Risk, Credit Risk and Liquidity Risk have been summarized below:

i) Market Risk

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on short-term and long-term floating rate interest bearing liabilities. The Company’s policy is to maintain a balance of fixed and floating interest rate borrowings and the proportion of fixed and floating rate debt is determined by prevailing interest rates. These exposures are reviewed by the management on a periodic basis.

(Calculated based on risk exposure outstanding as of date and assuming that all other variables, in particular foreign currency rates, remain constant).

ii) Foreign Currency Risk

The Company is exposed to fluctuations in foreign currency exchange rates where transaction references more than one currency and/or where assets/liabilities are denominated in a currency other than the functional currency of the Company.

Exposures on foreign currency are managed through a hedging policy, which is reviewed periodically by the management. The Company usually enters into forward exchange contracts progressively based on their maturity to hedge the effects of movements in foreign currency exchange rates individually on assets and liabilities. The sources of foreign exchange risk for the Company are trade receivables, trade payables for imported materials & capital goods as well as foreign currency denominated borrowings. The policy of the Company is to determine on a regular basis what portion of the foreign exchange risk are to be hedged through forward exchange contracts.

iii) Commodity Price Risk

The Company is exposed to the movement of copper and aluminium prices on the London Metal Exchange (LME). Any increase or decline in the prices of these commodities will have an impact on the profitability of the Company. As a general policy, the Company aims to purchase these commodities at prevailing market prices and also sell the products at price adjusted for prevailing market prices. The Company substantially ensures sale of products with simultaneous purchase of these commodities on back-to back basis ensuring no or minimum price risk for the Company.

iv) Equity Price Risk

Equity price risk relates to change in fair value of investments in the equity instruments measured at fair value through OCI. As at 31^st March, 2024 the carrying value of such equity instruments recognised at fair value through OCI amounts to ' NIL (P.Y. ' 6,890.62 Lakhs).

v) Liquidity Risk

Liquidity risk refers to the risk that the Company encounter difficulty in raising fund to meet its financial commitments. The objective of liquidity risk management is to maintain the liquidity and to ensure that funds are available for short operational needs and to fund Company’s expansion projects. The Company has availed credit facility from the banks & financial institutions to meet its financial commitment in timely and cost effective manner.

vi) Credit Risk

Credit risk refers to the risk that counter party will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk for trade receivables and financial guarantees for dealers, derivative financial instruments and other financial assets.

The Company assess the counter party before entering into transactions and wherever necessary supplies are made against advance payment. The Company on continuous basis monitor the credit limit of the counter parties to mitigate or minimise the credit risk. The credit risk for the financial guarantees issued by the Company to bank for credit facilities availed by Company’s dealers from bank is minimum as those parties have long vintage with the Company and they are also subject to credit risk assessment by bank on periodical basis. The credit risk on export receivables are limited as almost all export sales are made to parties having a long vintage with the Company and new parties are subject to necessary due diligence.

Trade receivables are non-interest bearing with credit terms generally 60 days to 90 days. Contract liabilities are towards advance received from customers for goods to be delivered.

The Company has recognised revenue amounting to ' 413.80 lakhs in the current year that was included in the Contract Liability balance in the previous year i.e. as at 31^st March, 2023.

Performance obligation is satisfied at a point in time which normally occurs on delivery of the goods as per the terms of contract in case of domestic sales and in case of export on the basis of shipping terms and with payment terms generally 30 days to 90 days or against advance payment. There is negligible obligation towards sales return.

Note 44: SEGMENT INFORMATION

a) Operating segment is a component of an entity whose operating results are regularly reviewed by the Chief Operating Decision Maker (CODM) of the Company to make decision about resource to be allocated to the segment and assess it performance. Accordingly, the Company operates only one segment i.e. Enamalled Wires and strips and there is no separate reportable segment.

c) All non current assets of the Company are located in India.

d) There is no transaction with single external customer which amounts to 10% or more of the Company’s revenue.

Note 45: DETAILS OF LOANS, INVESTMENTS MADE & GUARANTEE GIVEN COVERED U/S 186(4) OF THE COMPANIES ACT, 2013

a) Details of Investments made - Note 3A & 3B.

b) Details of Loans given are - Note 4A & 4B.

c) (i) Financial guarantee has been given by the Company in respect of credit facility availed by the Company’s dealers

under channel financing arrangements (Note 30.2).

(ii) Financial guarantee has been given by the Company in respect of credit facility availed by the joint venture & subsidiary company (Note 30.3).

Note 46: DISCLOSURE AS PER REQUIREMENT OF IND AS 116 - LEASES:-

a) Lease Contracts entered into by the Company are mainly in respect for office premises taken on the lease in the ordinary course of business. Lease Contracts are for the period of 3-5 years.

b) Lease Contract entered into by the Company for leasehold land at Bhiwadi, Dist. Alwar, Rajasthan for a new manufacturing facility. Lease Contract entered into is for the period of 99 years and the lease payment is to be made over the period of 2-3 years.

Note 50: The scheme of merger of Global Copper Private Limited (GCPL), a subsidiary company with the Company by way of a scheme of amalgamation (merger by absorption) (“the Proposed Scheme”) under sections 230 to 232 of the Companies Act, 2013 and other applicable laws, including applicable rules and regulations, as approved by the Board of Directors was subject to approval of the Securities and Exchange Board of India (‘SEBI’), the Hon’ble National Company Law Tribunal, BSE Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’) (collectively ‘the Regulatory Authorities”). BSE vide its email dated 05^th February, 2024 after considering the clarifications as provided by the Company from time to time to the Regulatory Authorities including revised scheme, based on SEBI recommendation has suggested to make a fresh application considering the time gap from the date of original application. The Company will take necessary steps for filling of fresh application for the said Proposed Scheme with changes as suggested by SEBI.

Note 51: EMPLOYEE STOCK OPTION PLAN (ESOP)

RRWL ESOP 2023 (“the Plan”)

Pursuant to the approval by the shareholders in the AGM held on 12^th September, 2023, the Board or any committee as may be authroised by the Board, was authorised to create and grant from time to time, in one or more tranches, not exceeding 4,40,000 employee stock options for the benefit of such person(s) who are in the employment of the Company and its Subsidiaries within the meaning of the Plan and eligible to receive such options under the applicable regulations, as may be decided under the Plan, exercisable into not more than 4,40,000 equity shares of face value of ' 5/- each fully paid-up, where one employee stock option would convert into one fully paid-up equity share of face value of ' 5/- each upon exercise, on such terms and in such manner as the Board / Committee may decide in accordance with the provisions of the applicable laws and the provisions of RRWL ESOP 2023 plan. The said ESOP plan is effective from 07^th November, 2023 with vested options to be exercised within maximum period of 7 years from the date of grant unless extended by the Administrator (the nomination and remuneration committee).

30% of the Options granted to a Participating Employee will be subject to time-based conditions (“Time Based Options”) and the balance 70% of the Options granted to a Participating Employee will be subject to performance-based conditions (“Performance Based Options”) with 1/5^th of the total number of options granted to each participating employees will be vested each year under both Time-Based Options and Performance-Based options and to be exercise . There shall be a minimum period of one year between the grant of Options and the vesting of such Options. Performance Based Options shall vest based on the achievement of defined annual performance parameters as determined by the Administrator.

(A) The Company has granted employee stock options during the year ended 31^st March, 2024 to eligible employees of the Company and Subsidiaries under RRWL ESOP 2023 plan.

Note 52: Previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary.