C. Terms & Rights attached to equity shares :

(A) The company has only one class of equity shares having a par value of Rs. 5 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting . During the year ended March 31, 2024, the amount per share of dividend recognised as distributions to equity share holders was Rs. NIL.

(B) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the company, including its register of shareholder/members and other declarations received from share holders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of the shares.

I. Securities Premium reserve represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 (the Act) for specified purpose.

II. Retained Earnings are the profits that the company has earned till date, less any transfer to general reserves, dividends or other distributions paid to the shareholders.

2. Details of Security:

a) Secured by way of hypothecation of specified plant and machinery and all other specified movables (save & except book debts) purchased out of loan, by equitable mortgage of Company's immovable properties located at Nesada Taluka Sihor, Bhavnagar inclusive of all buildings, structures and plant & machinery thereon on pari passu basis and also by personal guarantee of Directors.

b) Long Term Finance from AXIS Bank is secured by Hypothecation Charge on Crane

Term Loan of Rs. 12.7890 Lakhs is repayable in Equal Monthly Installments of Rs. 32,746/-including interest. There is no overdue interest as at 31.03.2022.

c) Long Term Finance from ICICI Bank is secured by Equitable Mortgage on Non - Residential Premises at Ahmedabad.

Term Loans of Rs. 59.07 Lakhs is repayable in Equal Monthly Installments of Rs. 87,329/-including interest. There is no overdue interest as at 31.03.2022.

d) Term Loan from Punjab National Bank of Rs. 14.00 Crores is primarily secured by way of hypothecation of plant and machinery purchased out of loan. The term loan carries interest @ 12.25 % p.a.

e) Long Term Finance from HDFC Bank is secured by Hypothecation Charge on Fortuner Car.

Term Loan of Rs. 37.82 Lakhs is repayable in Equal Monthly Installments of Rs. 78,142/-including interest. There is no overdue interest as at 31.03.2024.

f) Long Term Finance from HDFC Bank is secured by Hypothecation Charge on Grand Vitara Car. Term Loan of Rs. 13.10 Lakhs is repayable in Equal Monthly Installments of Rs. 27,257/-including interest. There is no overdue interest as at 31.03.2024.

g) Top up loan from ICICI bank is secured by hypothecation charge on Ahmedabad Office. Term Loan of Rs. 42.00 Lakhs is repayable in Equal Monthly Installments of Rs. 54,347/- including interest. There is no overdue interest as at 31.03.2024.

h) Long Term Finance from ICICI Bank is secured by Hypothecation Charge on Force traveller Car. Term Loan of Rs. 16.68 Lakhs is repayable in Equal Monthly Installments of Rs. 34,628/-including interest. There is no overdue interest as at 31.03.2024.

Note 3.2 : Employee benefits A. Defined contribution plans

Eligible employees of the Company are entitled to receive benefits in respect of provident fund, in which both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions are made to the provident fund as set up by Government.

B. Defined benefit plans:

The Company has following post employment benefit which are 9.in the nature of defined benefit plans:

(a) Gratuity

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan provides for payment to vested employees at retirement, death while in employment or on termination of employment in accordance with the scheme of the company. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.

Note 3.4 : Capital Management

For the purpose of the company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objectives of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise return to stakeholders through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual planning and budgeting and corporate plan for working capital, capital outlay and long-term product and strategic involvements. The funding requirements are met through internal accruals and a combination of both long-term and short-term borrowings.

The Company monitors the capital structure on the basis of total debt (long term and short term) to equity and maturity profile of the overall debt portfolio of the Company.

Note 3.5 : Financial Risk Management

In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company's business and operational/ financial performance. These include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings. In line with the overall risk management framework and policies, the management monitors and manages risk exposure through an analysis of degree and magnitude of risks.

(i) Market Risk

Market risk is the risk that changes in market prices, liquidity and other factors that could have an adverse effect on realizable fair values or future cash flows to the Company. The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.

(a) Foreign Currency Risk Management:

The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The Company actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, and uses derivative instruments such as foreign currency forward contracts to mitigate the risks from such exposures. The company does not use derivative instruments to hedge risk exposure.

(b) Interest Rate Risk Management:

The Company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The Company's risk management activities are subject to management, direction and control under the framework of risk management policy of interest rate risk. The management ensures risk governance framework for the company through appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives

(ii) Credit Risk

Credit risk refers to the risk that a counterparty or customer will default on its obligation resulting in a loss to the company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash and Cash Equivalents, Investments and Other Financial Assets.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risk. The Company's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in independent markets. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate. The average credit periods are generally in the range of 14 days to 90 days. Credit limits are established for all customers based on internal rating criteria.

(iii) Liquidity Risk

The Company monitors its risk of shortage of funds through using a liquidity planning process that encompasses an analysis of projected cash inflow and outflow.

The Company's objective is to maintain a balance between continuity of funding and flexibility largely through cash flow generation from its operating activities and the use of bank loans. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding

Note : (a) The company has received show cause notice from DGGI, Jaipur regarding availment of ineligible input tax credit in March 2022. The amount of Rs. 15,29,29,558 is under adjudication, against with the amount paid of Rs. 7,65,00,000 is under protest.

(b) The company has received notice under Section 147 of the Income Tax Act, 1961 for A.Y. 2018-2019 for the addition of income, under which department have demanded Rs. 21,41,63,833/-. The company has filed the appeal against the order which is pending.

(c) The company has received notice under Section 143(3) of the Income Tax Act, 1961 for A.Y. 2022-2023 for the addition of income, under which department have demanded Rs. 20,08,59,868/-. The company has filed the appeal against the order which is pending.

4. The search under section 67 of CGST Act, 2017 has been conducted by CGST, Bhavnagar at Premises of Directors of the company and at the registered office of the company. The same has been concluded peacefully with no finding of any incriminating documents.

5. Additional Regulatory Information

a) The Company does not have any benami property where any proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and rules made thereunder.

b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

c) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

d) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

- Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiary) or

- Provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.

e) 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

- 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

- provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

f) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income tax Act, 1961.

g) The Company has not traded or invested in crypto currency or virtual currency during the year under review.

h) There are no charges or satisfaction which are yet to be registered with Registrar of Companies beyond the statutory period.

i) The Company has no transactions with the Companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.