Notes to Accounts of Rolex Rings Ltd.

Mar 31, 2025

xx) Provisions and contingent liabilities

Provisions are recognised when the company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that
an outflow of resources embodying economic
benefits will be required to settle the obligation
and a reliable estimate can be made of the
amount of the obligation. When the company
expects some or all of a provision to be
reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a
separate asset, but only when the reimbursement
is virtually certain. The expense relating to a
provision is presented in the statement of profit
and loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current

pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting
is used, the increase in the provision due to
the passage of time is recognised as a finance
cost. When some or all of the economic benefits
required to settle a provision are expected to
be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain that
reimbursement will be received and the amount
of the receivable can be measured reliably.

Contingent liabilities and Contingent assets are
not recognised in the financial statements when
an inflow/ outflow of economic benefits/ loss is
not probable.

xxi) Operating Segments

Basis of Segmentation-

The company is mainly engaged in the business
of manufacturing and selling of machined
/ forged rings and auto components. The
company''s business falls within a single business
segment of ''diversified auto components'' and
all the activities of the Company revolve around
this main business.

The Chief Operating decision maker (CODM)
monitors the operating results of the business
as a whole for the purpose of making decisions
about resource allocation and performance
assessment.

Geographical Information -

The management evaluates that the company
operates in two principal geographical areas -
India and Outside India.

Company''s Revenue and Receivables are
specified by location of customers and the other
geographic information (Segment Assets and
Capital Expenditure) are specified by location of
the assets.

xxii) Earnings per share

Basic earnings per share are calculated by
dividing the net profit or loss for the year
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the period.

For the purpose of calculating diluted earnings
per share, the net profit or loss for the year
attributable to equity shareholders and the
weighted average number of shares outstanding
during the period are adjusted for the effects
of all dilutive potential equity shares. Potential
equity shares are deemed to be dilutive only if
their conversion to equity shares would decrease
the net profit per share from continuing ordinary
operations. Potential dilutive equity shares are
deemed to be converted as at the beginning of
the period, unless they have been issued at a
later date. The dilutive potential equity shares
are adjusted for the proceeds receivable had
the shares been actually issued at fair value (i.e.
average market value of the outstanding shares).
Dilutive potential equity shares are determined
independently for each period presented.

xxiii) Fair Value Measurement

The Company measures certain financial
instruments at fair value at each balance
sheet date. Fair value is the price that would
be received to sell an asset or paid to transfer
a liability in an orderly transaction between
market participants at the measurement date.
The fair value measurement is based on the
presumption that the transaction to sell the
asset or transfer the liability takes place either:

- the principal market for the asset or liability,
or

- In the absence of a principal market, in the
most advantageous market for the asset or
liability.

that market participants act in their economic
best interest. A fair value measurement of a
non-financial asset takes into account a market
participant''s ability to generate economic
benefits by using the asset in its highest and
best use or by selling it to another market
participants that would use the asset in its
highest and best use.

The Company uses valuation techniques that
are appropriate in the circumstances and for
which sufficient data are available to measure
fair value, maximising the use of relevant
observable inputs and minimising the use of
unobservable inputs. All assets and liabilities for
which fair value is measured or disclosed in the
financial statements are categorised within the
fair value hierarchy, described as under, based
on the lowest level input that is significant to the
fair value measurement as a whole:

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

- Level 2 - Valuation techniques for which
the lowest level input that is significant to
the fair value measurement is directly or
indirectly observable

- Level 3 - Valuation techniques for which the
lowest level input that is significant to the
fair value measurement is unobservable

For assets and liabilities that are recognised in
the financial statements on a recurring basis,
the Company determines whether transfers
have occurred between levels in the hierarchy
by re-assessing categorisation (based on the
lowest level input that is significant to the fair
value measurement as a whole) at the end of
each reporting period.

The Company''s management determines the
policies and procedures for both recurring
fair value measurement, such as unquoted
financial assets measured at fair value, and for
non-recurring measurement, such as assets
held for distribution in discontinued operations.
The management comprises of the Managing
Director and Chief Finance Officer (CFO).

External valuers are involved for valuation of
significant assets. Involvement of external
valuers is decided upon annually by the board
of directors after discussion with and approval
by the management. Selection criteria include
market knowledge, reputation, independence
and whether professional standards are
maintained. Valuers are normally rotated
every three years. The management decides,
after discussions with the Company''s external
valuers, which valuation techniques and inputs
to use for each case.

At each reporting date, the management
analyses the movements in the values of assets
and liabilities which are required to be reÂ¬
measured or re-assessed as per the Company''s
accounting policies. For this analysis, the

management verifies the major inputs applied in
the latest valuation by agreeing the information
in the valuation computation to contracts and
other relevant documents.

The management, in conjunction with the
Company''s external valuers, also compares the
change in the fair value of each asset and liability
with relevant external sources to determine
whether the change is reasonable.

For the purpose of fair value disclosures, the
Company has determined classes of assets
and liabilities on the basis of the nature,
characteristics and risks of the asset or liability
and the level of the fair value hierarchy as
explained above.

Note: During the year, the Company received a demand notice for the settlement of Right to Recompense (RoR) from Consortium
of banks, amounting to INR 2,278.60 million (representing INR 836.40 million as ROR sacrifice amount and compounded
interest thereon) in respect of a CDR previously concluded between the Company and the said Consortium of Banks in 2013.
Subsequent to the year-end, the Company and consortium of banks agreed to obtain an legal opinion, which will be binding on
all parties. Based on the legal opinion, the liability for compounded interest is not applicable as per CDR arrangement. However,
waiver letter from bankers for giving effect to the above is pending.

Management has assessed the basis of the banks'' claim and the Company''s defence thereagainst, which is supported by
legal advice obtained by the Company. Based on such assessment, and the status of negotiations till date with the banks, the
Company has recognised a total provision of INR 506 million (including INR 186 million recognised during the year ended
March 31, 2025) as their best estimate of the potential liability in this regard. The management is in continued discussions
with the Bankers to settle the matter, pending the conclusion of which, no further adjustments are considered in the financial
statements.

33 Earnings per share (EPS)

Basic amounts are calculated by dividing the profit for the year attributable to equity shareholders by the weighted average
number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders (after adjusting for interest on the
convertible preference shares) by the weighted average number of Equity shares outstanding during the year plus the weighted
average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity
shares.

The following table reflects the income and earnings per share data used in the basic and diluted EPS computation:

35 I) Defined Contribution Plan

During the year, the Company has made contribution/provision to provident fund stated under defined contribution plan
amounting to INR 38.46 million for the year ended March 31, 2025 and INR 35.26 million for the year ended March 31, 2024.

II) Defined Benefit Plans

Gratuity:

The Company operates a defined gratuity plan. Under the plan, every employee who has completed at least five years
of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. The scheme
is funded with Life Insurance Company of India (LIC) in the form of a qualifying insurance policy for future payment of
gratuity to the employees.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the
defined benefit obligation at the end of the reporting period less the fair value of plan assets. The cost of providing benefits
under the defined benefit plan is determined using the projected unit credit method.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss, the
funded status and amounts recognised in Summary Statement of Assets and Liabilities for the plan.

Notes

* The remuneration does not include gratuity since the same is calculated for all employees of the Company as a whole.

(i) The company''s transactions with related parties are assessed to be at arm''s length transactions by the management.
Outstanding balances at the year-end are unsecured and interest-free and settlement occurs in cash.

37. Operating Segments

A Basis for segmentation

The Company is mainly engaged in the business of manufacturing and selling of machined / forged rings and auto
components. The company''s business falls within a single business segment of ''diversified auto components'' and all the
activities of the Company revolve around the main business.

The Chief Operating decision maker (CODM) monitors the operating results of the business as a whole for the purpose of
making decisions about resource allocation and performance assessment.

Therefore, management views company''s business activity as a single segment and segment''s performance is evaluated
based on profit or loss and is measured consistently with profit or loss in the financial statements and there are no
separate reportable segments in terms of requirements of IND AS 108 ''operating segments'' as notified under section 133
of Companies Act, 2013.

39 Financial risk management objectives and policies

The Company''s principal financial liabilities comprises of loan from banks, trade payables and other financial liabilities. The
purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include
trade receivables, investment in mutual funds, cash & cash equivalents, Bank balances, deposits other than cash and cash
equivalents and Other financial assets.

The Company is exposed to Market risk, Credit risk and Liquidity risk. The Company''s senior management oversees the
management of these risks. The board of directors review and agree policies for managing each of these risks, which are
summarised below -

A Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk mainly comprises of interest rate risk and currency risk.

A.1 Interest rate risk

Interest rate sensitivity

Foreign currency sensitivity analysis

The following table details, Company''s sensitivity to a 5% increase and decrease in the rupee against the relevant foreign
currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel
and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly
attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the
reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and
adjusts their translation at the period end for a 5% change in foreign currency rate. In case of net unhedged foreign
currency payable, positive number below indicates an increase in the profit and equity where the rupee strengthen by 5%
against the relevant currency. For a 5% weakness of the rupee against the relevant currency, there would be a comparable
impact on the profit and equity, and the balances below would be negative.

B Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables)
and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions
and other financial instruments.

Trade receivables

Customer credit risk is managed by the Company''s established policies, procedures and controls relating to customer
control risk management. Credit quality of a customer is assessed based on an individual credit limits and are defined in
accordance with management''s assessment of the customer. Outstanding customer receivables are regularly monitored.
The concentration of credit risk is limited due to the fact that the customer base in large. An impairment analysis is
performed at each reporting date using a provision matrix to measure expected credit loss. The Company uses ageing
buckets and provision matrix for the purpose of computation of expected credit loss. The provision rates are based on past
trend of recoverability. The calculation reflects the probability-weighted outcome, the time value of money and reasonable
and supportable information that is available at the reporting date about past events, current conditions and forecasts of
future economic conditions.

C Liquidity risk

Liquidated risk is the risk the Company cannot meet its financial obligations. The objective of liquidity risk management
is to maintain sufficient liquidity and to ensure that funds are available as per requirements. The company constantly
generate cashflows from operation to meet its financial obligations when they fall due.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted

40 Capital management

The Company aims to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise
returns to its shareholders.

The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order
to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manage
the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the Company may adjust return on capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor,
creditors and market confidence and to sustain future development and growth of its business. The Company will take
appropriate steps in order to maintain, or if necessary adjust, its capital structure.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it
meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.
Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been
no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

41 Leases

a) Operating leases - Company as a lessor

The Company has entered into lease agreement for lease of it''s certain land for warehousing. Both the Company and
lessee are entitled to terminate the lease by giving one to two month''s notice to the other party. Rent income recognised
in the Statement of Profit and Loss for the year in Note 25.

b) Company as a Lessee:

The Company has lease contracts of two lands used in its operations. The lease terms of lands are between 15 to 20
years. The company has evaluated that it does not have any short term and lease of low value assets. The Company''s
obligations under its leases are secured by the lessor''s title to the leased assets. The Company is restricted from assigning
and subleasing the leased assets and some contracts require the Company to maintain premises in good state. The lease
contract include extension and termination options which are considered while evaluating Ind AS 116 Leases.

For details pertaining to the carrying value of right of use of lease assets and depreciation charged thereon during the year,
refer note 2 (b)

(i) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the payment

made to the supplier beyond the appointed day during each accounting year - -

(ii) The amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the

appointed day during the year) but without adding the interest specified under the MSMED Act 2006. - -

(iii) The amount of interest accrued and remaining unpaid at the end of each accounting year 0.04 0.16

(iv) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues

as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23
of the MSMED Act 2006 0.57 0.53

The above information regarding Micro, Small and Medium Enterprise has been determined to the extent such parties have been

identified on the basis of information available with the company.

Explanations:

(A) Profit before tax Finance cost Depreciation and amortization expenses

(B) Repayment of borrowings interest and lease payments

(C) Cost of raw materials and components consumed (Increase) / Decrease in inventories of finshed goods and work-inÂ¬
progress

(D) Cost of raw materials and components consumed (Increase) / Decrease in inventories of finshed goods and work-in-progress
Other expenses

(E) Profit from operations before tax Finance cost
44 Other Statutory Information

(i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company
for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder

(ii) The Company does not have any transactions with companies struck off as mentioned under section 248 of Companies Act,
2013 or section 560 of Companies Act, 1956.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(v) 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:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (ultimate beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vi) 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:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
funding party (ultimate beneficiaries) or

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

(vii) 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).

(viii) The Company has not been declared as wilful defaulter by any bank or financial institute or any lender.

45 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except
that audit trail feature is not enabled for certain changes made using privileged/ administrative access rights to the SAP
application and the underlying database. Additionally, the audit trail of prior year(s) has been preserved by the Company as per
the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.

46 Events occurred after the balance sheet date

The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of
financial statement to determine the necessity for recognition and/or reporting of any of these events and transactions in the
financial statements. As of May 30, 2025 there were no material subsequent events to be recognized or reported that are not
already disclosed.

As per our report of even date

For and on behalf of the Board of Directors of

For S R B C & Co. LLP Rolex Rings Limited

Chartered Accountants CIN: L28910GJ2003PLC041991

ICAI Firm Registration No.: 324982E/E300003

per Sumit Kumar Agrawal Manesh Madeka Mihir Madeka

Partner Managing Director Whole-time Director

Membership No.: 135859 DIN: 01629788 DIN: 01778561

Place: Rajkot Place: Rajkot

Place : Pune Date : May 30, 2025 Date : May 30, 2025

Date : May 30, 2025

CS Hardik Gandhi Hiren Doshi

Company Secretary Chief Financial Officer

(Membership No. A39931)

Place: Rajkot Place: Rajkot

Date : May 30, 2025 Date : May 30, 2025

Mar 31, 2024

xxi) Provisions and contingent liabilities

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Contingent liabilities and Contingent assets are not recognised in the financial statements when an inflow/ outflow of economic benefits/ loss is not probable.

xxii) Operating Segments

Basis of Segmentation-

The company is mainly engaged in the business of manufacturing and selling of machined / forged rings and auto components. The company''s business falls within a single business segment of ''diversified auto components'' and all the activities of the Company revolve around this main business.

The Chief Operating decision maker (CODM) monitors the operating results of the business as a whole for the purpose of making decisions about resource allocation and performance assessment.

Geographical Information -

The management evaluates that the company operates in two principal geographical areas - India and Outside India.

Company''s Revenue and Receivables are specified by location of customers and the other geographic information (Segment Assets and Capital Expenditure) are specified by location of the assets.

xxiii) Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented.

xxiv) Fair Value Measurement

The Company measures certain financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participants that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as under, based on the lowest level input that is significant to the fair value measurement as a whole:

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

- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company''s management determines the policies and procedures for both recurring fair value measurement, such as unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations. The management comprises of the Managing Director and Chief Finance Officer (CFO).

External valuers are involved for valuation of significant assets. Involvement of external valuers is decided upon

annually by the board of directors after discussion with and approval by the management. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Valuers are normally rotated every three years. The management decides, after discussions with the Company''s external valuers, which valuation techniques and inputs to use for each case.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company''s accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The management, in conjunction with the Company''s external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

1 (c) Standards issued but not yet effective

The Ministry of Corporate Affairs has notified Companies (Indian

Accounting Standard) Amendment Rules 2023 dated March 31,

2023 to amend the following Ind AS which are effective from

April 01, 2023.

(i) Ind AS 1 Presentation of financial statments : The amendment specifies that an entity shall disclose material accounting policy information. Accounting policy information is material if, when considered together with other information included in an entity''s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed.

An entity shall disclose, along with material accounting policy information or other notes, the judgements, apart from those involving estimations, that management has made in the process of applying the entity''s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. The Company is in process of evaluating this amendment.

35 I) Defined Contribution Plan

During the year, the Company has made contribution/provision to provident fund stated under defined contribution plan amounting to INR 35.26 for the year ended March 31, 2024 and INR 31.62 for the year ended March 31, 2023.

II) Defined Benefit Plans

Gratuity:

The Company operates a defined gratuity plan. Under the plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. The scheme is funded with Life Insurance Company of India (LIC) in the form of a qualifying insurance policy for future payment of gratuity to the employees.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss, the funded status and amounts recognised in Summary Statement of Assets and Liabilities for the plan.

Notes

(i) The company''s transactions with related parties are assessed to be at arm''s length transactions by the management. Outstanding balances at the year-end are unsecured and interest-free and settlement occurs in cash.

37 Operating Segments

A Basis for segmentation

The Company is mainly engaged in the business of manufacturing and selling of machined / forged rings and auto components. The company''s business falls within a single business segment of ''diversified auto components'' and all the activities of the Company revolve around the main business.

The Chief Operating decision maker (CODM) monitors the operating results of the business as a whole for the purpose of making decisions about resource allocation and performance assessment.

Therefore, management views company''s business activity as a single segment and segment''s performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements and there are no separate reportable segments in terms of requirements of IND AS 108 ''operating segments'' as notified under section 133 of Companies Act, 2013.

B Geographical information

The management evaluates that the company operates in two principal geographical areas - India and Outside India.

The below table sets out present revenue and certain asset information regarding the company''s geographical segments:

39 Financial risk management objectives and policies

The Company''s principal financial liabilities comprises of loan from banks, trade payables and other financial liabilities. The purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade receivables, cash & cash equivalents, Bank balances, deposits other than cash and cash equivalents and Other financial assets.

The Company is exposed to Market risk, Credit risk and Liquidity risk. The Company''s senior management oversees the management of these risks. The board of directors review and agree policies for managing each of these risks, which are summarised below

A Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk mainly comprises of interest rate risk and currency risk.

A.1 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligations with floating interest rates.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows: financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

Customer credit risk is managed by the Company''s established policies, procedures and controls relating to customer control risk management. Credit quality of a customer is assessed based on an individual credit limits and are defined in accordance with management''s assessment of the customer. Outstanding customer receivables are regularly monitored. The concentration of credit risk is limited due to the fact that the customer base in large. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit loss. The Company uses ageing buckets and provision matrix for the purpose of computation of expected credit loss. The provision rates are based on past trend of recoverability. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

C Liquidity risk

Liquidated risk is the risk the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure that funds are available as per requirements. The company constantly generate cashflows from operation to meet its financial obligations when they fall due.

Foreign currency sensitivity analysis

The following table details, Company''s sensitivity to a 5% increase and decrease in the rupee against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rate. In case of net unhedged foreign currency payable, positive number below indicates an increase in the profit and equity where the rupee strengthen by 5% against the relevant currency. For a 5% weakness of the rupee against the relevant currency, there would be a comparable impact on the profit and equity, and the balances below would be negative.

B Credit Risk

40 Capital management

The Company aims to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders.

The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust return on capital to shareholders or issue new shares.

41 Leases

a) Operating leases - Company as a lessor

The Company has entered into lease agreement for lease of it''s certain land for warehousing. Both the Company and lessor are entitled to terminate the lease by giving one to two month''s notice to the other party. Rent income recognised in the Statement of Profit and Loss for the year in Note 25.

b) Company as a Lessee:

The Company has lease contracts of two lands used in its operations. The lease terms of lands are between 15 to 20 years. The company has evaluated that it does not have any short term and lease of low value assets. The Company''s obligations under its leases are secured by the lessor''s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets and some contracts require the Company to maintain premises in good state. The lease contract include extension and termination options which are considered while evaluating Ind AS 116 Leases.

For details pertaining to the carrying value of right of use of lease assets and depreciation charged thereon during the year, refer note 2 (b)

Note:

1 Improvement in current ratio is due to increase in current assets and particularly increase short term investments, cash and cash equivelents and reduction in current liabilities on account of repayment/lower utilisation of short term debts.

2 Lower debt-equity ratio on account of repayment of short term debts as well as increased in over all net worth of the company.

3 Movement in net capital turnover ratio is due to increase in net working capital. Current Assets increased on account of short term investments and current liabilities reduced because of repayment of short term borrowings and reduction in trade payables.

4 The reduction in ratio is on account of exceptional item impact

5 Improvement in debt service coverage ratio is due to decrease in interest expense in line with repaymemt of debt.

Explanations:

(A) Profit after tax Finance cost Depreciation and amortization expenses

(B) Repayment of borrowings Finance Cost

(C) Cost of raw materials and components consumed (Increase) / Decrease in inventories of finshed goods and work-in-progress

(D) Cost of raw materials and components consumed (Increase) / Decrease in inventories of finshed goods and work-in-progress Other expenses

(E) Profit from operations before tax Finance cost 44 Other Statutory Information

(i) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder

(ii) The Company does not have any transactions with companies struck off as mentioned under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(v) 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:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vi) 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:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries."

(vii) 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).

45 The Company''s debt was restructured under Corporate Debt Restructuring (CDR) in year 2013. As part of the CDR process, the Lenders have a Right of Recompense (ROR) for the reliefs/sacrifices/waivers extended, with restriction such as banking relationships, assets on pledge, distribution of profits, etc. During the year, for the purpose of capital management, the Company requested the Lenders for waiver of the ROR rights. Basis the discussion with the Lenders, advice from management''s consultant and the best estimate of the Company, a provision of INR 320 million has been accounted towards probable demand against waiver of the ROR rights as an exceptional item during the quarter and year ended March 31, 2024. Management is continuously monitoring the updates and will accordingly consider any consequential (if any) impact on the financial statements.

46 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled for certain changes made using privileged/ administrative access rights to the SAP application and the underlying database. Further, since the profile parameter for logging of table changes is inactive, logs of changes made to certain features of the audit trail feature are not available. Additionally, we are unable to assess whether the audit trail has been preserved as per the statutory requirements for record retention to the extent of certain features of audit feature as mentioned above are not available.

47 Events occurred after the balance sheet date

The company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of financial statement to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of May 20, 2024 there were no material subsequent events to be recognized or reported that are not already disclosed.

48 Previous year figures have been regrouped/ reclassified whenever necessary to conform this years classification.

As per our report of even date

For S R B C & Co. LLP For and on behalf of the Board of Directors of

Chartered Accountants Rolex Rings Limited (formerly known as Rolex Rings Private Limited)

ICAI Firm Registration No.: 324982E/E300003 CIN: L28910GJ2003PLC041991

per Sumit Kumar Agrawal Manesh Madeka Mihir Madeka

Partner Managing Director Whole-time Director

Membership No.: 135859 DIN: 01629788 DIN: 017785 61

Place: Rajkot Place: Rajkot

Place : Pune Date : May 20, 2024 Date : May 20, 2024

Date: May 20, 2024

CS Hardik Gandhi Hiren Doshi

Company Secretary Chief Financial Officer

Place: Rajkot Place: Rajkot

Date : May 20, 2024 Date : May 20, 2024

Mar 31, 2023

Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. During the year company has not declared and paid any dividend in Indian rupees.

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. Also refer note 33 (c).

The company had issued non convertible redeemable preference shares with 0% dividend, to be redeemed at par on completion of 10 years from the date of allotment. In the event of liquidation of the Company before redemption of non convertible redeemable preference shares, the holders of non convertible redeemable preference shares will have priority over equity shareholders in the payment of dividend and repayment of capital.

The Board of Directors in their meeting held on March 12, 2021 have approved the change in tenor of redemption from completion of 10 years from the date of allotment to completion of 10 years from the date of allotment or upon listing of equity shares of the Company on the stock exchanges, whichever is earlier. During the year previous NCRPS has been redeemed as per board approvals dated August 26, 2021 and September 20, 2021.

During the previous year, Allotment of 26,30,000 Optionally Convertible Redeemable Preference Shares (hereinafter referred to as âOCRPS'') at INR 10/- per share, aggregating to INR 2,63,00,000/- in the ratio of 9 (Nine) OCRPS for every 44 (Forty Four) Equity shares held by the existing equity shareholders. Also based on the application forms received from existing equity shareholders, Shri Paresh Madeka and Rivendell PE LLC have not subscribed to this offer and Hemal P Madeka have not subscribed to full quota of shares offered.

During the previous year all the holders of OCRPS have opted for the conversion of the OCRPS into equity shares in Board meeting held on July 16, 2021 prior to filing of the Red Herring prospectus resulting into issuance of 26,30,000 equity shares.

Nature and purpose of Reserves:

Securities Premium: Security premium is used to record the premium received on issue of shares. It can be utilised in accordance with the provisions of Companies Act, 2013.

Retained Earnings: Retained Earnings are the profits of the company has earned till date, less any transfer to General reserve, dividends or other distributions paid to the shareholders. Also refer note 33(c)

*Equity Component of Compound Financial Instruments: The component of compound financial instruments issued by the company is classified as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and equity instrument. Financial liabilities are recognised initially at fair value net of directly attributable transaction costs and subsequently measured at an effective interest method. Equity component is not re-measured. Further, details are given Note 11.2 and 11.3.

Capital Redemption reserve was created for buy back of shares in earlier year and can be utilised in accordance with the provisions of Companies Act, 2013.

The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

During the year the company has reassessed the benefit of opting for tax regime permitted under section 115BAA of Income Tax Act, 1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized the provision of income tax for the year ended March 31, 2023 as per the new tax rate and remeasured its deferred tax basis the rate prescribed in the aforesaid section. The total consequent proportionate impact of this remeasurement of Deferred Tax is amounting to INR 170.05 is accounted for year ended March 31, 2023 (March 31, 2022 : Nil).

32 Earnings per share (EPS)

Basic amounts are calculated by dividing the profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders (after adjusting for interest on the convertible preference shares) by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.

The management based on the assessment, believes that the outcome of these contingencies will be favourable, but not probable and accordingly no provision has been recognised in the financial statement. The cash outflows with regards to above matters will be dependent on outcome of above pending cases.

C Corporate Debt restructuring

The Company had restructured it''s borrowing through corporate debt restructing (CDR) in 2013. As per the terms of CDR, the company shall not declare/pay dividend without prior approval of CDR empowered group (CDR EG). Pursuant to the said CDR Scheme, the Lenders are entitled to claim right of recompense (ROR) for the reliefs extended by them within the CDR Parameters with the approval of the CDR EG. As at March 31, 2023 there is no ascertained liability and based on Company''s assessment on the outcome of above, no provision is considered in respect of this matter in the financial statement.

34 I) Defined Contribution Plan

During the year, the Company has made contribution/provision to provident fund stated under defined contribution plan amounting to INR 31.62 for the year ended March 31, 2023 and INR 30.19 for the year ended March 31, 2022.

II) Defined Benefit Plans

Gratuity:

The Company operates a defined gratuity plan. Under the plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. The scheme is funded with Life Insurance Company of India (LIC) in the form of a qualifying insurance policy for future payment of gratuity to the employees.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss, the funded status and amounts recognised in Summary Statement of Assets and Liabilities for the plan.

36 Operating Segments A Basis for segmentation

The Company is mainly engaged in the business of manufacturing and selling of machined / forged rings and auto components. The company''s business falls within a single business segment of âdiversified auto components'' and all the activities of the Company revolve around the main business.

The Chief Operating decision maker (CODM) monitors the operating results of the business as a whole for the purpose of making decisions about resource allocation and performance assessment.

Therefore, management views company''s business activity as a single segment and segment''s performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements and there are no separate reportable segments in terms of requirements of IND AS 108 âoperating segments'' as notified under section 133 of Companies Act, 2013.

B Geographical information

The management evaluates that the company operates in two principal geographical areas - India and Outside India.

C Information about major customers For the year ended March 31, 2023

The Company has assessed that there are two customer group from which the revenue from transactions is 10% or more of the company''s total revenue for the year ended March 31, 2023.

Total amount of revenues from the customers is INR 5,203.41 for the year ended March 31, 2023.

For the year ended March 31, 2022

The company has assessed that there are four customer group from which the revenue from transactions is 10% or more of the company''s total revenue for the year ended March 31, 2022.

Total amount of revenues from the customers is INR 6,568.78 for the year ended March 31, 2022.

38 Financial risk management objectives and policies

The Company''s principal financial liabilities comprises of loan from banks, trade payables and other financial liabilities. The purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade receivables, cash & cash equivalents, Bank balances, deposits other than cash and cash equivalents and Other financial assets.

The Company is exposed to Market risk, Credit risk and Liquidity risk. The Company''s senior management oversees the management of these risks. The board of directors review and agree policies for managing each of these risks, which are summarised below -

A Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk mainly comprises of interest rate risk and currency risk.

A.1 Interest rate risk

Foreign currency sensitivity analysis

The following table details, Company''s sensitivity to a 5% increase and decrease in the rupee against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rate. In case of net unhedged foreign currency payable, positive number below indicates an increase in the profit and equity where the rupee strengthen by 5% against the relevant currency. For a 5% weakness of the rupee against the relevant currency, there would be a comparable impact on the profit and equity, and the balances below would be negative.

B Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

Customer credit risk is managed by the Company''s established policies, procedures and controls relating to customer control risk management. Credit quality of a customer is assessed based on an individual credit limits and are defined in accordance with management''s assessment of the customer. Outstanding customer receivables are regularly monitored. The concentration of credit risk is limited due to the fact that the customer base in large. An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit loss. The Company uses ageing buckets and provision matrix for the purpose of computation of expected credit loss. The provision rates are based on past trend of recoverability. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

C Liquidity risk

Liquidated risk is the risk the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and to ensure that funds are available as per requirements. The company constantly generate cashflows from operation to meet its financial obligations when they fall due.

39 Capital management

The Company aims to manages its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to its shareholders.

The capital structure of the Company is based on management''s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company considers the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust return on capital to shareholders or issue new shares.

The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

40 Leases

a) Operating leases - Company as a lessor

b) Company as a Lessee:

The Company has lease contracts of two lands used in its operations. The lease terms of lands are between 15 to 20 years. The company has evaluated that it does not have any short term and lease of low value assets. The Company''s obligations under its leases are secured by the lessor''s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets and some contracts require the Company to maintain premises in good state. The lease contract include extension and termination options which are considered while evaluating Ind AS 116 Leases.

1 Improvement in current ratio is due to increase in current assets on account of realisation of trade receivables which increase cash and cash equivelents and reduction in current liabilities on account of repayment/lower utilisation of short term debts.

2 Lower debt-equity ratio on account of repayment of long term debts and short term debts as well as increased net profit as compared to previous year.

3 Movement in net capital turnover ratio is due to increase in current asset on account of increase in operations and decrease in current liabilities mainly on account of repayment/lower utilisation of working capital facilities as well as reduction in trade payables.

4 Improvement in net profit ratio is on account of increase in turnover of the company, decrease in finace cost and tax expenses.

Explanations:

(A) Profit after tax Finance cost Depreciation and amortization expenses

(B) Repayment of borrowings Finance Cost

(C) Cost of raw materials and components consumed (Increase) / Decrease in inventories of finshed goods and work-inprogress

(D) Cost of raw materials and components consumed (Increase) / Decrease in inventories of finshed goods and work-inprogress Other expenses

(E) Profit from operations before tax Finance cost

43 Other Statutory Information