11.5 Shares issue and Conversion of CCPS to Equity (1:4)

i) During the year ended 31 March 2024, the Company had completed initial public offering (IPO) of INR 196,400.95 Lakhs (including fresh issue of INR 17,999.99 Lakhs) comprising of (i) 1,636,099 equity shares of INR 5 each at an issue price of INR 1,035 per share towards fresh issue of equity shares (ii)17,236,808 equity shares of INR 5 each at an issue price of INR 1,035 per share towards offer for sale (iii) 113,806 equity shares of INR 5 each at an issue price of INR 937 per share for employee quota towards fresh issue. The equity shares of the Company were listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) w.e.f. 20 September 2023.

ii) The Company has estimated INR 10,654.20 Lakhs as IPO related expenses and allocated such expenses between the Company INR 976.45 Lakhs and selling shareholders INR 9,677.75 Lakhs in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by selling shareholders respectively. As at 31 March 2024, the total amount attributable to the Company amounting to INR 976.45 Lakhs had been adjusted to securities premium.

iii) Pursuant to board meeting held on 26 August 2023, the Company has converted 3,843,140 compulsory convertible preference shares into equity shares in ratio of 1:4.

11.6 Terms/ rights attached to Equity shares:

The Company has only one class of equity shares having face value of INR 5/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to approval of the Shareholders in the ensuring Annual General Meeting, except in the 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.

11.7 Terms/ rights attached to Preference shares:

The Company has only one class of Compulsory Convertible Preference shares (CCPS) having nominal value of INR 1,080.33/- per share. These CCPS shall rank pari-passu in all respects (including with respect to dividend and voting rights) with the then-existing Equity Shares of the Company. Post conversion to equity, these CCPS shall have the same right as of the equity shareholders.

11.8 The Board of Directors of the Company, at its meeting held on 06 September 2018 had approved a proposal to buy back of upto 7,50,724 equity shares for an aggregate amount of INR 8,110.30 Lakhs (excluding tax on distributed income) being 3.11% of the total paid up equity share capital at INR 1,080.33 per equity share, which was approved by the shareholders by means of a special resolution in Extra Ordinary General Meeting held on 11 September 2018. A Letter of Offer was made to all eligible shareholders. The Company bought back 7,50,724 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares bought on 31 October 2018. The excess of cost of buy-back of INR 9,971.47 Lakhs (including INR 1,861.17 Lakhs towards tax on distributed income) over par value of shares was offset from Securities Premium INR 1,300.81 Lakhs, General Reserve INR 3,000 Lakhs and retained earnings INR 5,595.58 Lakhs. The Company has transferred an amount equivalent to face value of INR 75.07 Lakhs from retained earnings to Capital Redemption Reserve in acordance with Act.

11.9 Aggregate number of equity shares allotted as fully paid up pursuant to contract without consideration received in cash, bonus shares issued and shares bought back during the period of 5 years immediately preceding the Balance sheet date:

i) The Company has issued 5,28,798 fully paid up equity shares of INR 10 each to the equity shares holders of Ram Ratna Electrical Limited and 1,40,568 Compulsory Convertible Preference Shares (CCPS) of INR 1,080.33 to the preference shares holders of Ram Ratna Electrical Limited pursuant to scheme of amalgamation for consideration other than cash during the year ended 31 March 2020.

ii) 47,848,148 equity Shares have been allotted by way of Bonus shares in the ratio of equity shares of INR 5 each for every 1 equity shares of INR5 each held during the year ended 31 March 2023 .

iii) 23,924,074 equity shares having face value of INR 10 each are splited into face value of INR 5 each during the year ended 31 March 2023.

Note 13.2 :

(a) Term Loans of Citicorp Finance India Limited Bank INR Nil (PY INR 930.63 Lakhs) are secured by way of first pari-passu charge with the Security Trustee over various immovable properties at Waghodia & Nawa Ajwa in the District of Vadodara, State Gujarat as per register mortgage deed.Term loans are further secured by all the present and future movable fixed assets (excluding vehicles) of the Company .These loans are also secured by second pari-passu charge with the Security Trustee over the present & future current assets of the Company. Further personal guarantees for term loan given by Shri Tribhuvan Prasad Kabra, Shri Mahendra Kumar Kabra, Shri Shreegopal Kabra, Shri Mahhesh Kabra, Shri Sumeet Kabra.

(b) Term Loan of HDFC Bank INR Nil (P.Y. INR 4,999.63 Lakhs) are secured by way of first charge with the Security Trustee over various immovable properties at Waghodia & Nawa Ajwa in the District of Vadodara, State Gujarat as per register mortgage deed. Term loans are further secured by present and future movable fixed assets of the Company. These loans are also secured by second charge with the Security Trustee over the present & future current assets of the Company. Further personal guarantees for term loan given by Shri Tribhuvan Prasad Kabra, Shri Mahendra Kumar Kabra, Shri Shreegopal Kabra, Shri Mahhesh Kabra, Shri Sumeet Kabra.

Note 13.3 :

(a) All secured working capital facilities consisting of Foreign Currency Loan of INR 2491.04 Lakhs (P.Y. INR Nil) , Working Capital Loans of INR 22,318.71 Lakhs (P.Y. INR 33,250.00 Lakhs) and Rupee Loan - Repayable of demand of INR 1,575.14 Lakhs (P.Y. INR 3,601.89 Lakhs) are secured by way of second pari-passu charge with the Security Trustee over various immovable properties at Waghodia & Nawa Ajwa in the District of Vadodara, State Gujarat as per register mortgage deed.

(b) These loans are further secured by second pari-passu charge over the present and future movable fixed assets (excluding vehicles) of the Company

(c) These loans are also secured by first pari-passu charge with the Security Trustee over the present & future current assets of the Company.

(d) Further personal guarantees for working capital loan given by Shri Tribhuvan Prasad Kabra, Shri Mahendra Kumar Kabra, Shri Shreegopal Kabra, Shri Mahhesh Kabra, Shri Sumeet Kabra.

(e) Working Capital demand loans carry interest rate from 6.65.% to 9.25% with different tenure.

Note 13.4 : There is no default in terms of repayment of principal and interest amount.

Note 13.5 : All the charges created or satisfied during the current year and previous year were registered with Registrar of

companies within statutory period

Note 13.6 : Funds raised on short term basis have not been utilised for long term purposes and spent for the purpose it were

obtained.

Note 13.7 : Bank returns / stock statements filed by the Company with its bankers are in agreement with books of account.

Note: 18.1 Deferred income mainly represents grants relating to property, plant and equipment and 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.

Note19.1 Includes acceptances amount of INR 25,618.16 Lakhs(P.Y. INR 18,967.37 Lakhs) paid to suppliers through usance letter of credit issued by the bank under non - fund based working capital limits to the Company. The arrangements are interest bearing. Non-fund limits are secured by first pari passu charge over the present and future current assets of the Company. The Company continues to recognise those liabilities till the settlement with the banks which are normally effected with in a period of 60 days.

28.1 : Future cash outflows in respect of the above, if any, is determinable only on receipt of judgement/decisions pending

with the relevant authorities. The Company does not expect the outcome of the matters stated above to have a material adverse impact on the Company’s financial condition, results of operations or cash flows.

28.2 : The Company has arranged Channel Finance facility for its customers from banks against which sum of INR Nil (P.Y.

INR 25,577.58 Lakhs) has been utilised as on the date of balance sheet. Accordingly, the contingency on company on account of customers defaulting in repayment to the respective banks is INR Nil (P.Y.INR 2,250 Lakhs) (to the extent of recourse available with bank).

33.1: Includes provision of INR 2.09 Lakhs(PY INR 5.01 Lakhs) post employment benefits and INR 9.46 Lakhs (PY INR 10 Lakhs) for leave encashment.

33.2: All outstanding balances are unsecured and are repayable/receivable in cash and all the transactions with these related parties are priced on arm’s length basis.

NOTE 34 :TRANSACTIONS WITH STRUCK OFF COMPANY

The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year ended 31 March 2024 and 31 March 2023.

NOTE 35 : 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 said 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.

The following table summaries the components of net benefit expense recognised in the statement of profit & loss and the funded status and amounts recognised in the balance sheet :

i) The average duration of the defined benefit plan obligation at the end of the reporting year is 6.45 years (P.Y. 7.00 years) .

ii) 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.

iii) 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.

iv) 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 year. 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.

viii) The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in an increase in liability without corresponding increase in the asset)

B) Defined Contribution Plan - Provident fund and Employees state insurance

The Company makes its contribution along with the share of employees’ contribution deducted from salary on monthly basis to Employees’ Provident Fund and Employees state insurance corporation administered by the Central and state Government respectively. 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 :-

NOTE 37:Accounting classification and fair values:

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. It does not include the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

Note 37.1 Investment are not held for trading. Upon the application of Ind AS 109 - Financial Instruments, the Company has chosen to measure said investments in equity instrument at FVTOCI irrevocably as the management believes that presenting fair value gains and losses relating to the said investments in the statement of profit and loss may not be indicative of the performance of the Company.

Note 37.2 Investment in joint venture amounting to INR 1,637.31 Lakhs (P.Y. INR 1,637.31 Lakhs) are measured at cost in accordance with Ind AS 27 requirements.since the same is scoped out of Ind AS -109 for the purpose of measurment,the same have not been disclosed in tables above.

B) Fair Value Measurements

(i) All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy that categorises into three levels, described as follows:

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

Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - inputs that are unobservable for the asset or liability.

The carrying amounts of financial assets and financial liabilities 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 year ended 31 March 2024 and 31 March 2023.

Financial assets measured at fair value through other comprehensive income - in unquoted equity shares:

Investments in equity shares of MEW Electricals Limited(MEW) have been designated as FVOCI. Based on MEW’s future projections of 5 years, Discounted Cash Flow (DCF) valuation methodology has been used to determine the fair value as on 31 March 2024.

Significant unobservable inputs

The free cash flows have been discounted using weighted average cost of capital (WACC) and cost of equity which is based on the capital asset pricing model. The model considered data from comparable companies to obtain the discounted free cash flows based on latest available data prior to date of valuation. These assumptions have been adjusted appropriately at each reporting date. Key assumptions have been summarised below:

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 (c) Credit Risk comprising of trade receivable risk and financial instrument risk and. 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 minimise its effect on income / expense of the Company . 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, Liquidity Risk and Credit Risk have been summarised below:

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).

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.

The Company uses forward contracts to mitigate the risks associated with foreign currency fluctuations. The Company does not enter into any forward contracts which are intended for trading or speculative purposes.

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.

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 March 2024 the carrying value of such equity instruments recognised at fair value through OCI amounts to INR 8,591.30 Lakhs (P.Y. INR 5,810.51 Lakhs). The price risk arises due to uncertainties about the future market values of these investments and the same is classified in the balance sheet as fair value through OCI.

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

Credit Risk

Credit risk refers to the risk that counterparty 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 to 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 banks 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

An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. For the purposes of this analysis, the

receivables are categorised into groups based on types of receivables. Each group is then assessed for impairment using the Expected Credit Loss (ECL) model as per the provisions of Ind AS 109 - Financial instruments. The calculation is based on provision matrix which considers actual historical data adjusted appropriately for the future expectations and probabilities. Receivables from group companies and secured receivables are excluded for the purposes of this analysis since no credit risk is perceived on them. Proportion of expected credit loss provided for across the ageing buckets is summarised below:

NOTE 38 : SEGMENT INFORMATION

The Company has presented data relating to its segments based on its financial statements.Accordingly, in terms of paragraph 4 of the Indian Accounting Standard (Ind AS 108) "Operating Segments", disclosures related to segments are presented.

Identification of segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Company’s Chief Operating Decision Maker ("CODM") to make decisions for which discrete financial information is available.

The Board of directors monitors the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment based on an analysis of various performance indicators by business segments and geographic segments.

Segment revenue and expenses:

It has been identified to a segment on the basis of relationship to operating activities of the segment. The Company generally accounts for intersegment sales and transfers at cost plus appropriate margins. Intersegment revenue and profit is eliminated at company level .

Finance income earned and finance expense incurred are not allocated to individual segment and the same has been reflected at the Company level for segment reporting as the underlying instruments are managed on a company.

Segment assets and liabilities:

Segment assets and segment liabilities represent assets and liabilities of respective segments, however the assets and liabilities not identifiable or allocable on reasonable basis being related to enterprise as a whole have been grouped as unallocable. The accounting policies of the reportable segments are same as that of company’s accounting policies described. The Company is organised into business units based on its products and services and has two reportable segments as follows.

Wire and Cable: Manufacture and sale of wires and cables.

Fast Moving Electrical Goods [FMEG] : Fans, LED lighting, switches, switchgears , water heaters, and domestic appliances.

The Investments disclosed are fair value through profit and loss account.

There are no new investments made during the Current year. Above represents carrying amount of existing investments as at respective balance sheet date.

NOTE 40: RIGHT OF USE ASSETS

i) The Company as a lessee

The Company’s lease asset classes primarily consist of leases for buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the co assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the co has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases), variable lease and low value leases. For these short-term, variable lease and low value leases, the co recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the co changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

ii) The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. For operating leases, rental income is recognised on a straight line basis over the term of the relevant lease.

On application of Ind AS 116, the nature of expenses has changed from lease rent in previous years to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.

iii) Others

(a) Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date

(b) Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term on the date of initial application, variable lease and low value asset.

(c) Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.

(d) Applied the practical expedient in the assessment of which transactions are leases. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.

(e) The effective interest rate for lease liabilities is 9.25% p.a (PY 9.22% ) with maturity between 2024-2032.

The changes in the carrying value of right of use for the year ended 31 March 2024 are shown in Note no 2(C)

NOTE 42: CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued capital (Equity & Preference) and all other equity reserves attributable to the equity shareholders of the Company.

The primary objective of the Company’s Capital Management is to maximise the Shareholder Value and to safeguard the Company’s ability to meet its Liquidity requirements (including its commitments in respect of capital expenditure) and repay loans as they fall due.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and requirements of the financial covenants and to continue as a going concern. The Company monitors using a gearing ratio which is net debts divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, less cash and short term deposit. The Company’s policy is to keep the ratio below 1.5.

NOTE 43: EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the standalone financial statements.

As of 28 May 2024, there are no subsequent events to be recognised or reported that are not already disclosed.

(C) Significant Payment Terms

Generally, the Company provides credit period in the range of 30 to 75 days for customers.

NOTE 45 : UTILISATION OF BORROWED FUND

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 lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

NOTE 4( The Company’s international transactions with associated enterprises are at arm’s length, as per the independent accountant’s report for the year ended 31 March 2023 .The Management believes that the Company’s international transactions with associated enterprises post 31 March 2023 continue to be at arm’s length and that transfer pricing legislations will not have any impact on the financial statements, particularly on the amount of tax expenses for the year and the amount of provision for taxation at the year end.

NOTE 47: During the year ended 31 March 2024, a search under section 132 of The Income Tax Act, 1961 was carried out at certain premises of the Company and residences of some of its directors and employees. The Company extended full cooperation to the Income-tax officials during the search and provided required details, clarifications, and documents. The Company has not received any communication from the Income Tax Department regarding the outcome of the search as on the date of issuance of these standalone financial statements, therefore, the consequent impact on these standalone financial statements, if any, is not ascertainable. However, after considering current position, management does not anticipate any material adverse impact on the financial position of the Company and accordingly no material adjustments are required to these standalone financial statements for the year ended 31 March 2024.

NOTE 48: EMPLOYEE STOCK OPTION PLAN RRKL ESOP 2020 (as amended in 2023)

On 10 November 2020, pursuant to the approval by the shareholders in the EGM and subsequently modified on 11 April 2023, the Board was authorised to create and grant from time to time, in one or more tranches, not exceeding 3,40,840 employee stock options to or for the benefit of such person(s) who are in employment of the Company, present and future, within the meaning of RRKL ESOP 2020 as amended in 2023 plan and eligible to receive such options under the Act, as may be decided under the RRKL ESOP 2020 plan as amended in 2023, exercisable into not more than 3,40,840 equity shares of face value of INR5/- each fully paid-up, where one employee stock option would convert into one fully paid-up equity share of face value of INR 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 RRKL ESOP 2020 plan.

50% of the Options granted to a Participating Employee will be subject to time-based conditions ("Time Based Options") and the balance 50% of the Options granted to a Participating Employee will be subject to performance-based conditions ("Performance Based Options"). There shall be a minimum period of one year between the grant of Options and the vesting of such Options. Plan shall vest based on the achievement of defined annual performance parameters as determined by the administrator (the nomination and remuneration committee). The performance parameters will be based on budgeted target EBITDA. These instruments will generally vest between a minimum of one to a maximum of five years from the grant date.

On 20 March 2023, pursuant to the approval by the shareholders in the EGM, the Board was authorised to create and grant from time to time, in one or more tranches, not exceeding 10,60,000 employee stock options to or for the benefit of such person(s) who are in employment of the Company, present and future, within the meaning of RRKL ESOP 2023 plan and eligible to receive such options under the Act, as may be decided under the RRKL ESOP 2023 plan, exercisable into not more than 10,60,000 equity shares of face value of INR5/- each fully paid-up, where one employee stock option would convert into one fully paid-up equity share of face value of INR 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 RRKL ESOP 2023 plan.

50% of the Options granted to a Participating Employee will be subject to time-based conditions ("Time Based Options") and the balance 50% of the Options granted to a Participating Employee will be subject to performance-based conditions ("Performance Based Options"). There shall be a minimum period of one year between the grant of Options and the vesting of such Options. Plan shall vest based on the achievement of defined annual performance parameters as determined by the administrator (the nomination and remuneration committee). The performance parameters will be based on budgeted target EBITDA. These instruments will generally vest between a minimum of one to a maximum of five years from the grant date.

NOTE 51 : BUISNESS ACQUISITION

During the previous year the Company had entered into business transfer agreement with Luminous Power Technologies Private Limited for acquisition of branded business of Fan & Lights on a going concern basis by way of slump sale, which has been completed on 01 May 2022.

NOTE 52 : OTHER STATUTORY DISCLOSURES

i) The Company has not traded or invested in Crypto currency or Virtual Currency during reporting periods.

ii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

iii) The Company is not declared as a wilful defaulter by any bank or financial institution or other lender during the any reporting period.

iv) Section 8 of the Companies Act, 2013 company is required to disclose grants or donations received during the year. Since, the Company is not covered under Section 8 of the Companies Act, 2013, the said disclosure is not applicable.