Notes to Accounts of Tega Industries Ltd.

Mar 31, 2025

2.17 Provision and Contingent
Liabilities

The Company recognises a provision where there is a
present obligation as a result of a past event that probably
requires an outflow of resources and a reliable estimate can
be made of the amount of the obligation. However, provisions
are not recognised for future operating losses.

Where there are a number of similar obligations, the
likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole.
A provision is recognised even if the likelihood of an outflow
with respect to any one item included in the same class of
obligations may be small.

A disclosure for a contingent liability is made when there is a
possible obligation or a present obligation that may, but probably
will not, require an outflow of resources or there is a present
obligation, reliable estimate of the amount of which cannot
be made. Where there is a possible obligation or a present
obligation and the likelihood of outflow of resources is remote,
no provision or disclosure for contingent liability is made.

Provisions are measured at the present value of management''s
best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. The
discount rate used to determine the present value is a preÂ¬
tax rate that reflects current market assessments of the
time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is
recognised as interest expense.

Provision for warranty

The estimated liability for warranty is recorded when
products are sold. These estimates are established using
historical information on the nature, frequency and average
cost of obligations and management estimates regarding
possible future incidence based on corrective actions on
product failure.

2.18 Earnings Per Share

Basic earnings per share is calculated by dividing net profit or
loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during
the period. Earnings considered in ascertaining the Company''s
earnings per share is the net profit or loss for the period.
The weighted average number of equity shares outstanding
during the period and for all periods presented is adjusted
for events, such as bonus shares, other than the conversion of
potential equity shares, if any, that have changed the number
of equity shares outstanding, without a corresponding change

in resources. For the purpose of calculating diluted earnings
per share, the net profit or loss for the period 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.

2.19 Segment Reporting

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker.

The executive committee (which consist of Chairman,
Managing Director & Chief Executive Officer, Head Product
Management Group and Global Marketing, Head Global
Operations, Head Global Finance (Chief Financial Officer),
Head Human Resource and Company Secretary) has been
identified as the chief operating decision maker (âCODM'')
(Refer note 42).

2.20 Leases

The Company as lessee

The Company accounts for each lease component within the
contract as a lease separately from non-lease components of
the contract and allocates the consideration in the contract to
each lease component on the basis of the relative stand-alone
price of the lease component and the aggregate stand-alone
price of the non-lease components.The Company recognizes
right-of-use asset representing its right to use the underlying
asset for the lease term at the lease commencement date.
The cost of the right of-use asset measured at inception
comprises of the amount of initial measurement of the lease
liability adjusted for any lease payments made at or before
the commencement date less any lease incentive received,
any initial direct costs and restoration costs.

Certain lease arrangements include options to extend
or terminate the lease before the end of the lease term.
The right-of-use assets and lease liabilities include these
options when it is reasonably certain that such options
would be exercised.

The right-of-use assets is subsequently measured at cost
less any accumulated depreciation, accumulated impairment
losses, if any and adjusted for any re-measurement of the
lease liability. The right-of-use assets is depreciated using the
straight-line method from the commencement date over the
shorter of lease term or useful life of right-of-use asset.

Right-of-use assets are tested for impairment whenever
there is any indication that their carrying amounts may not
be recoverable. Impairment loss, if any, is recognized in the
statement of profit and loss.

Lease liability is measured at the present value of the
following lease payments:

â¢ fixed payments (including in-substance fixed payments),
less any lease incentives receivable

â¢ variable lease payment that are based on an index or a
rate, initially measured using the index or rate as at the
commencement date

â¢ amounts expected to be payable by the Company
under residual value guarantees

â¢ the exercise price of a purchase option if the Company
is reasonably certain to exercise that option, and

â¢ payments of penalties for terminating the lease, if the
lease term reflects the Company exercising that option.

Lease payments to be made under reasonably certain
extension options are also included in the measurement
of the liability. The lease payments are discounted using the
interest rate implicit in the lease, if that rate can be readily
determined. If that rate cannot be readily determined, the
Company uses incremental borrowing rate.

To determine the incremental borrowing rate, the Company:

â¢ where possible, uses recent third-party financing
received by the individual lessee as a starting point,
adjusted to reflect changes in financing conditions since
third party financing was received

â¢ uses a build-up approach that starts with a risk-free
interest rate adjusted for credit risk for leases held by
Tega Industries Limited, which does not have recent
third party financing

â¢ makes adjustments specific to the lease, e.g. term,
country, currency and security

If a readily observable amortising loan rate is available to the
individual lessee (through recent financing or market data)
which has a similar payment profile to the lease, then the
Company uses that rate as a starting point to determine the
incremental borrowing rate.

The Company is exposed to potential future increases in
variable lease payments based on an index or rate, which
are not included in the lease liability until they take effect.
When adjustments to lease payments based on an index or
rate take effect, the lease liability is reassessed and adjusted
against the right-of-use asset.

Lease payments are allocated between principal and finance cost.
The finance cost is charged to the statement of profit and loss
over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period.

Variable lease payments that depend on sales are recognised
in the statement of profit and loss in the period in which the
condition that triggers those payments occurs.

The lease liability is subsequently remeasured by increasing
the carrying amount to reflect interest on the lease liability,
reducing the carrying amount to reflect the lease payments
made and remeasuring the carrying amount to reflect
any reassessment or lease modifications. The Company
recognises the amount of the re-measurement of lease
liability as an adjustment to the right-of-use asset. Where the
carrying amount of the right-of-use asset is reduced to zero
and there is a further reduction in the measurement of the
lease liability, the Company recognises any remaining amount
of the re-measurement in the statement of profit and loss.

Payment made towards leases for which non-cancellable
term is 12 months or lesser (short-term leases) and low
value leases are recognised in the statement of profit
and loss as rental expenses over the tenor of such leases.
Variable lease payments not included in the measurement of
the lease liabilities are expensed to the statement of profit
and loss in the period in which the events or conditions
which trigger those payments occur.

2.21 Dividends

Provision is made for the amount of any dividend declared,
being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period
but not distributed at the end of the reporting period.

2a Critical Estimates And
Judgements

The preparation of financial statements requires the use
of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise
judgement in applying the Company''s accounting policies.

This note provides an overview of the areas that involved
a higher degree of judgement or complexity, and of items
which are more likely to be materially adjusted due to
estimates and assumptions turning out to be different than
those originally assessed.

(i) Estimation of defined benefit obligation
- Note 32.1

The estimate requires the Company to make assumptions
regarding variable such as discount rate and salary growth
rate. Change in these key assumptions can have significant
impact on the defined benefit obligation.

(ii) Impairment of investments in
subsidiaries - Note 4

Determining whether the investments in subsidiaries
are impaired requires an estimate of the value in use of
investments. In considering the value in use, the management
estimates the future cash flows, operating margins, growth
rates, discount rates of the underlying business/ operations of
the subsidiaries to determine the value using the discounted
cash flow model.

(iii) Impairment of property, plant and
equipment and intangible assets - Note
2.5, 3(a) and 3(d)

The Company estimates the value in use of the cash
generating unit (CGU) based on future cash flows after
considering current economic conditions and trends,
estimated future operating results and growth rates and
anticipated future economic and regulatory conditions. The
estimated cash flows are developed using internal forecasts.
The cash flows are discounted using a suitable discount
rate in order to calculate the present value which involve
estimates and judgements.

(iv) Useful lives of property, plant and
equipment and intangible assets - Note
2.3, 3(a) and 3(d)

The Company reviews the useful life of property, plant and
equipment and intangible assets at the end of each reporting
period. Uncertainties in these estimates relates to technical

and economic obsolescence that may change the useful
life of property, plant and equipment and intangible assets.
This reassessment may result in change in depreciation and
amortisation expense in future periods.

(v) Fair value measurements of financial
instruments - Note 38

This includes financial assets and liabilities, measured using
inputs other than quoted prices that are observable for assets
and liability, either directly as prices or indirectly derived
from prices which involves estimates and judgements. This
majorly includes derivative contracts.

(vi) Expected credit loss for trade
receivables

Refer note 2.7, 10(a) and 39A(i) for details of critical
estimates in expected credit loss for financial instruments
carried at amortised cost.

(vii) Critical judgement in determining the
lease term - Note 3(b)

The Company determines the lease term on the basis of
termination and renewal options in various lease contracts
where the Company applies its judgement.

Estimates and judgements are continually evaluated. They are
based on historical experience and other factors, including
expectations of future events that may have a financial impact
on the Company and that are believed to be reasonable
under the circumstances.

(f) The Company had a total cash outflow of H 9.98 Mn for leases for the year ended 31 March 2025 (31 March 2024: H 8.02 Mn).

(g) Extension and termination options

Extension and termination options are included in the Company''s lease contracts. These are used to maximise operational flexibility
in terms of managing the assets used in the Company''s operations. In majority of the lease contracts, the extension and termination
options held are exercisable by mutual consent of both the lessor and the lessee and in few contracts, the option to terminate the
lease is with lessee only. For determining the lease term of land, plant & machinery, office space and office equipment, the following
factors are normally the most relevant:

â¢ If there are significant penalty payments to terminate (or not extend), the Company is typically reasonably certain to extend
(or not terminate).

Note 3(b): Right-of-Use Assets (Contd..)

â¢ If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain
to extend (or not terminate).

â¢ Otherwise, the Company considers other factors including historical lease durations, the costs and business disruption required
to replace the leased asset.

The Company has entered into a long-term lease for an office space which contains further renewal options and only the Company
can terminate the lease giving 6 months notice. Considering the above factors, the termination option with the Company and the
expected period of use, the lease term has been determined as 60 years which is shorter than the contractual duration.

(h) Residual value guarantees

There are no residual value guarantees in relation to any lease contracts.

(i) The Company has entered into 36 months leave and license agreements for five office spaces at various locations. These agreements
are pending for registration under the Registration Act, 1908.

Note:

(i) As at 31 March 2025 and 31 March 2024, the Company carried out an impairment assessment in view of the subsidiary''s net-worth
being less than the carrying amount of the investment.

The recoverable value of investments held in Tega Holdings Pte Limited, a wholly owned subsidiary of the Company is, inter alia,
dependent on the operational and financial performance of Tega Industries Africa Proprietary Limited, Tega Industries Chile SpA and
Losugen Pty Ltd. The recoverable amount is computed using discounted cash flow model with cash flow projections for the next
financial year based on management estimates and forecasts for next four years. Cash Flows beyond these periods are extrapolated
using estimated growth rates.

The projections are based on both past performance and the expectations of future performance and assumptions therein. The
Company estimates discount rates using post-tax rates that reflect the current market rates adjusted to company specific risk
relating to the relevant segments and countries in which they operate. The weighted average post-tax discount rates used for
discounting the cash flows projections is in the range of 13.30%-20.40% (31 March 2024: 11.00%-17.90%). Beyond the specifically
forecasted period, a growth rate of 2.00%-2.50% (31 March 2024: 2.00%-3.00%.) is used to extrapolate the cash flow projections.
This rate does not exceed the average long-term growth rate for the relevant markets.

The Company has also conducted sensitivity analysis on the impairment tests including sensitivity in respect of key assumptions being
growth rate, discount rates etc. The management believes that no reasonably possible change in any of the key assumptions used in
the assessment would cause the carrying value of investments to exceed its recoverable value.

Note: 10(a) Trade Receivables (Contd..)

Notes:

(a) Allowance For Expected Credit Loss

In determination of the allowance for credit losses on receivables, the Company has used the practical expedient by computing the
expected credit losses based on provision matrix, which has taken into account historical credit loss experience and adjusted for
forward looking information. Company also analyses all its receivables periodically for recoverability assessment and wherever they
have analysed that the receivable may be credit impaired on account of non recoverability, loss allowance on such receivables have
been provided in full.

(e) Rights, preferences and restrictions attached to equity shares

The company has one class of equity shares having par value of H10/-. Each equity shareholder is entitled to vote in the same
proportion as the equity capital paid (whether fully paid or partly paid) held by the shareholder bears to the total paid up equity
capital of the company. Each equity shareholder is entitled to dividend in proportion of the amount paid up as and when the company
declares and pays dividend after obtaining shareholders'' approval. Dividends are paid in Indian Rupees. In the event of liquidation,
the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in
proportion to their shareholding.

(f) Shares Reserved For Issue Under Options

Pursuant to approved employee stock option scheme 2011, the Company has granted Nill nos of employees stock options of which
Nil (31 March 2024: 498,628) of the options have been exercised (also Refer Note 46).

Nature And Purpose Of Reserves

(i) Securities premium

Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions
of the Companies Act, 2013 (the âCompanies Actâ).

(ii) General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified
percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement
to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

(iii) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other
distributions paid to shareholders.

(iv) Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under the
Company''s Employee stock option plan (Refer Note 46).

Note: 18 Other Equity (Contd..)

(v) Cash flow hedge reserve

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow
hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the standalone statement of profit and
loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related non-financial hedged
item in accordance with the Company''s accounting policy.

Note: 32.1 Employee Benefits Obligations (Contd..)

(b) Defined benefit plan - Funded Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust
fund managed by the Trust, makes payment to vested employees on retirement, death, incapacitation or termination of employment,
of an amount based on the respective employee''s eligible salary (fifteen days salary) depending upon the tenure of service subject to a
revised maximum limit of amount payable under Payment of Gratuity Act. Liabilities with regard to the Gratuity plan are determined
by actuarial valuation as set out in Note 2.15 based upon which, the Company makes contribution to the Gratuity fund.

(ii) Other long term employee benefit plans

The leave obligations cover the Company''s liability for other long term benefits.

Compensated absences cover the Company''s liability for sick and earned leave.As the Company does not have an unconditional right
to defer the payment beyond 12 months the entire amount has been treated as current.

Note: 32.1 Employee Benefits Obligations (Contd..)

(vii) Risk exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over
time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Risk:

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of
providing the above benefit and will thus result in an increase in the value of the liability (as shown in standalone financial statements).

Liquidity Risk:

This is the risk that the Company is not able to meet the short-term gratuity pay-outs. This may arise due to non-availability of
enough cash/ cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Salary Escalation Risk:

The present value of the defined benefit plan''s calculated with the assumption of salary increase rate of plan participants in future.
Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the
present value of obligation will have a bearing on the plan''s liability.

Demographic Risk:

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk
of actual experience turning out to be worse compared to the assumption.

Regulatory Risk:

Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time).
There is a risk of change in regulations requiring higher gratuity pay-outs (e.g. Increase in the maximum limit on gratuity of H 2.00 Mn).

(viii) Defined benefit liability and employer contributions

The company expects to contribute H 35.47 Mn to the funded retiring gratuity plan in the financial year 2025-26.

The weighted average duration of the defined benefit obligation is 12 years (31 March 2024: 12 years).

Note: 38 Fair Value Measurements (Contd..)

(ii) Valuation technique used to determine fair value

(a) Derivatives are fair valued using market observable rates and published prices together with forecasted cash flow information
where applicable.

(b) Investments (Mutual funds) carried at fair value are generally based on available NAVs.

(c) Fair value of borrowings is estimated by discounting expected future cash flows. The carrying amounts of other borrowings
with floating rate of interest are considered to be close to the fair value.

(d) The carrying amounts of remaining financial assets and liabilities are considered to be the same as their fair values.

(e) Management uses its best judgement 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
below 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.

Note: 39 Financial Risk Management (Contd..)

(A) 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 contract assets)
including deposits with banks, investments and other financial instruments. The Company periodically monitors the recoverability
and credit risks of its other financial assets including security deposits and other receivables.

i) Trade receivables

Customer credit risk is managed by the management subject to the Company''s established policy, procedures and control
relating to customer credit risk management. Trade receivables are non-interest bearing. Outstanding customer receivables are
regularly monitored.

At each reporting date the Company measures loss allowance for certain class of financial assets based on historical trend
industry practice and the business environment in which the Company operates. The assumptions and estimates applied for
determining credit loss are reviewed periodically. The company also uses lifetime of expected credit loss model based on
provisional matrix for estimating the allowance for excepted credit losses.

ii) Financial instruments and cash deposits

Credit risk from balances with banks and investments is managed by the Company in accordance with the Company''s policy.
Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential
failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2025 and 31 March
2024 is the carrying amounts of trade receivables, investments, balances with bank and other financial assets.

(B) Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are
settled by delivering cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an
adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature
of the underlying businesses, Company''s treasury maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

(i) Maturities of financial liabilities

The tables below analyse the Company''s financial liabilities into relevant maturity groupings based on their contractual maturities:

(ii) As of 31 March 2025, the maximum potential liability under financial guarantees (referred in Note 43B) amounted to H 1,162.40
Mn (31 March 2024: H 1,181.93 Mn). Financial guarantees are assumed to be due immediately on invocation.

(i) Foreign currency risk

The Company deals with foreign currency bank accounts, trade receivables, loans, borrowings, trade payables and is therefore
exposed to foreign exchange risk associated with exchange rate movement.

The Company operates internationally and portion of the business is transacted in several currencies and consequently the
Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various
foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and
services in the respective currencies. The Company primarily uses derivatives to hedge its risk against foreign currency balances
of borrowings, trade payables and trade receivable and contract assets. Such exposures are managed within approved policy
parameters utilising foreign exchange forward contracts and options. Further, the Company also has variable interest rate loan

Note: 39 Financial Risk Management (Contd..)

(ii) Price risk
(a) Exposure

Security price risk is the risk that the fair value of a financial instrument will fluctuate due to change in market traded
prices. The company invests its surplus funds primarily in liquid schemes of mutual funds (debt instruments) which are
categorised as low risk products from liquidity and interest rate perspectives. The carrying amount of the Company''s
investments are designated as at fair value through profit or loss at the end of the reporting period.[Refer Note 9].

(iii) 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 long-term debt obligations with floating interest rates.

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to
cash flow interest rate risk.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in
Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

(a) Interest rate risk exposure

On Financial Liabilities:

The exposure of the Company''s financial liabilities to interest rate risk is as follows:

Note: 41 Capital Management

(a) Risk management

The Companyâs objectives when managing capital are to:

â¢ safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits
for other stakeholders, and

â¢ maintain an optimal capital structure to reduce the cost of capital.

The capital structure of the Company is based on managementâs judgement of the appropriate balance of key elements in order to
meet its strategic and day-to-day needs. The Company manages its capital structure and makes adjustments in light of changes in
economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity,
long term borrowings and short term borrowings.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.

The Companyâs 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.

Note: 42 Segment Information

The Company is engaged in the business of manufacturing and distribution of specialized âcritical to operate'' and recurring consumable
products for the global mineral beneficiation, mining and bulk solids handling industry. In accordance with Ind AS 108 "Operating Segments",
the Company has presented the segment information on the basis of its consolidated financial statements.

Note: 43C

The Company has evaluated the impact of the Supreme Court Judgment in case of "Vivekananda Vidyamandir And Others Vs The Regional
Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284)
dated 20 March 2019 issued by the Employees'' Provident Fund Organisation in relation to non-exclusion of certain allowances from the
definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees''
Provident Funds & Miscellaneous Provisions Act, 1952. While further clarification on applicability and operation of the Order is awaited
from the Provident Fund authorities, based on estimates by the management, the impact of the Order is not expected to be material on
the standalone financial statements. The management will continue to assess the impact of further developments relating to retrospective
application of the Supreme Court''s judgement considering the additional guidance as and when issued by the statutory authorities.

(e) Fair value of options granted

No grants were issued during the year.

(f) Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were
Nil (31 March 2024: Nil).

(g) The existing Employee Stock Option Scheme 2011 has been aligned with Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2021 and the same was approved in Board Resolution dated 11 February 2022 and shareholder''s
resolution vide postal ballot dated 3 April 2022. The Company has received in-principle approval from the stock exchange for the
said scheme. During the current year Nil (31 March 2024: 181,380) equity shares has been exercised.

Note: 47 Reconciliation Of Quarterly Bank Returns

For the year ended 31 March 2025

The Company has filed quarterly returns/ statements with the banks in lieu of the sanctioned working capital facilities which are in
agreement with the books of accounts. Quarterly returns/ statements for the quarter ended 31 March 2025 is yet to be filed by the
Company, as the same is not yet due.

For the year ended 31 March 2024

Note: 48 Additional Disclosures Relating To Investments In
Subsidiaries And Joint Ventures

Set out below are the list of subsidiaries and a joint venture of the Company as at 31 March 2025 and 31 March 2024. These investments
are carried at cost less impairment, if any. The country of incorporation or registration is also their principal place of business, and the
proportion of ownership interest is the same as the proportion of voting rights held.

Note: 49 Additional Regulatory Information

(a) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received
Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and
subsequently on 13 November 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on
which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into
effect and will record any related impact in the period the Code becomes effective.

(b) 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.

(c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority
or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(d) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the
Income Tax Act, 1961, that has not been recorded in the books of account.

(e) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

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

(g) The Company has complied with the number of layers as prescribed under the Companies Act, read with the Companies (Restriction
on number of layers) Rules, 2017.

(h) The Company has not revalued its Property, plant and equipment (including Right-of-Use Assets) or Intangible assets or both during
the current or previous year.

(i) The Company has raised funds on short term and long term basis from banks and financial institutions, and have applied the same
for the purpose for which they were obtained.

(i) whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of
the Company (âUltimate Beneficiaries'') or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(k) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note: 49 Additional Regulatory Information (Contd..)

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

(m) The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses
accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording
audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when
such changes were made and ensuring that the audit trail cannot be disabled.

The Company has used an accounting software for maintaining its books of account which have a feature of recording audit trail (edit
log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software, except that
audit trail feature was not enabled at the database level for accounting software to log any direct data changes. Further, there are no
instance of audit trail feature being tampered with, where such feature is enabled. Furthermore, the audit trail has been preserved
by the Company as per the statutory requirements for record retention, where such feature is enabled.

(n) Figures for the previous period have been regrouped/ reclassified wherever necessary to conform to current year''s classification. The
impact of such reclassification/ regrouping is not material to these financial statements.

Signature to Note 1 to 49 above.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors

Firm Registration Number: 001076N/N500013

Chartered Accountants

Anamitra Das Madan Mohan Mohanka Mehul Mohanka

Partner Chairman Managing Director & CEO

Membership Number: 062191 DIN: 00049388 DIN: 00052134

Place : Gurugram Place : Kolkata Place : Kolkata

Date : 15 May 2025 Date : 15 May 2025 Date : 15 May 2025

Manjuree Rai Sharad Kumar Khaitan

Company Secretary Chief Financial Officer

Membership No. A12858

Place : Kolkata Place : Kolkata

Date : 15 May 2025 Date : 15 May 2025

Mar 31, 2024

Note 3(b): Right-of-Use Assets

(a) The Company as a lessee

The Company''s significant leasing arrangements include assets dedicated for use under long-term arrangements, lease of land, office space, equipment, vehicles and some IT equipment. Lease of Land have lease term of 60 years, leases of plant and equipment and office equipment have lease terms between 2 to 5 years, while offices and guest houses generally have lease terms between 12 months to 60 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The Company also has certain leases of offices and guest houses with lease terms of 12 months or less. The Company applies the ''short-term lease'' recognition exemptions for these leases. For leases recognized under long term arrangements involving use of a dedicated asset, non-lease components are excluded based on the underlying contractual terms and conditions.

(f) The Company had a total cash outflow of H 8.02 Mn for leases for the year ended 31 March 2024 (31 March 2023: H 11.60 Mn).

(g) Extension and termination options

Extension and termination options are included in the Company''s lease contracts. These are used to maximise operational flexibility in terms of managing the assets used in the Company''s operations. In majority of the lease contracts, the extension and termination options held are exercisable by mutual consent of both the lessor and the lessee and in few contracts, the option to terminate the lease is with lessee only. For determining the lease term of land, plant & machinery, office space and office equipment, the following factors are normally the most relevant:

â¢ If there are significant penalty payments to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

â¢ If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

â¢ Otherwise, the Company considers other factors including historical lease durations, the costs and business disruption required to replace the leased asset.

The Company has entered into a long-term lease for an office space which contains further renewal options and only the Company can terminate the lease giving 6 months notice. Considering the above factors, the termination option with the Company and the expected period of use, the lease term has been determined as 60 years which is shorter than the contractual duration.

(h) Residual value guarantees

There are no residual value guarantees in relation to any lease contracts.

(i) The Company has entered into 36 months leave and license agreements for five office spaces at various locations. These agreements are pending for registration under the Registration Act, 1908.

(i) As at 31 March 2024 and 31 March 2023, the Company carried out an impairment assessment in view of the subsidiary''s net-worth being less than the carrying amount of the investment.

The recoverable value of investments held in Tega Holdings Pte Limited, a wholly owned subsidiary of the Company is, inter alia, dependent on the operational and financial performance of Tega Industries Africa Proprietary Limited, Tega Industries Chile SpA and Losugen Pty Ltd. The recoverable amount is computed using discounted cash flow model with cash flow projections for the next financial year based on management estimates and forecasts for next four years. Cash Flows beyond these periods are extrapolated using estimated growth rates.

The projections are based on both past performance and the expectations of future performance and assumptions therein. The Company estimates discount rates using post-tax rates that reflect the current market rates adjusted to company specific risk relating to the relevant segments and countries in which they operate. The weighted average post-tax discount rates used for discounting the cash flows projections is in the range of 11.00%-17.90% (31 March 2023: 11.00%-18.60%). Beyond the specifically forecasted period, a growth rate of 2.00%-3.00% (31 March 2023: 3.00%.) is used to extrapolate the cash flow projections. This rate does not exceed the average long-term growth rate for the relevant markets.

The Company has also conducted sensitivity analysis on the impairment tests including sensitivity in respect of key assumptions being growth rate, discount rates etc. The management believes that no reasonably possible change in any of the key assumptions used in the assessment would cause the carrying value of investments to exceed its recoverable value.

(a) Allowance for expected credit loss

In determination of the allowance for credit losses on receivables, the Company has used the practical expedient by computing the expected credit losses based on provision matrix, which has taken into account historical credit loss experience and adjusted for forward looking information. Company also analyses all its receivables periodically for recoverability assessment and wherever they have analysed that the receivable may be credit impaired on account of non recoverability, loss allowance on such receivables have been provided in full.

(d) Trade receivables amounting to H 2,338.60 Mn (31 March 2023: H 2,054.53 Mn) have been pledged to secure borrowings of the Company (Refer Note 19 and Note 22).

(e) Refer Note 37 for receivables from related parties.

(f) There are no customers other than two subsidiaries contributing more than 10% of the total outstanding receivables as at 31 March 2024 (31 March 2023: One customer and one subsidiary).

(a) Contract assets amounting to H 9.94 Mn (31 March 2023: H 35.31 Mn) have been pledged to secure borrowings of the Company (Refer Note 19 and Note 22).

(b) Refer Note 37 for contract assets from related parties.

Contract assets have decreased as the Company has provided fewer services ahead of the agreed payment schedules for fixed-price contracts.

(a) There are no outstanding loans due from directors or other officers of the Company.

(b) There are no loans and advances in the nature of loans granted to promoters, directors, KMPs, and the related parties (as defined under Companies Act, 2013) or other parties (including employees) either severely or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment during the current or previous year. Loans granted to employees are unsecured in nature and are interest free. In respect of these loans, the schedule of repayment of principal amount has been stipulated and the employees are repaying the principal amount as stipulated in a regular manner. The terms and conditions under which these loans were granted are not prejudicial to the interest of the Company.

(e) Rights, preferences and restrictions attached to equity shares

The company has one class of equity shares having par value of H10/-. Each equity shareholder is entitled to vote in the same proportion as the equity capital paid (whether fully paid or partly paid) held by the shareholder bears to the total paid up equity capital of the company. Each equity shareholder is entitled to dividend in proportion of the amount paid up as and when the company declares and pays dividend after obtaining shareholders'' approval. Dividends are paid in Indian Rupees. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(f) Shares reserved for issue under options

Pursuant to approved employee stock option scheme 2011, the Company has granted 498,628 nos of employees stock options of which 242,343 (31 March 2023: 60,963) of the options have been exercised (also Refer Note 46).

Note:

The change in shareholding is on account of fresh issue of equity shares due to exercise of option, sale of equity shares by Mr. Mehul Mohanka and Nihal Fiscal Services Private Limited in the open market for achieving minimum public shareholding and merger of Marudhar Food and Credit Limited into Nihal Fiscal Services Private Limited vide NCLT Order dated 14 June 2023.

The change in shareholding is on account of fresh issue of equity shares due to exercise of options.

(h) No equity shares were alloted as fully paid up by way of bonus shares or pursuant to contract(s) without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

(b) Preference shares are yet to be issued and are included above for disclosure purpose only. Classification of the preference shares as equity or liability will be determined at the time they are issued.

(c) No preference shares were allotted as fully paid up by way of bonus shares or pursuant to contract(s) without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

Nature and purpose of reserves

(i) Securities premium

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

(ii) General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

(iii) Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.

(iv) Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company''s Employee stock option plan (Refer Note 46).

(v) Cash flow hedge reserve

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognized in cash flow hedge reserve. Such changes recognized are reclassified to the standalone statement of profit and loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related nonfinancial hedged item in accordance with the Company''s accounting policy.

(b) The term loans of H 387.83 Mn (31 March 2023: H 603.95 Mn) are secured by first charge on pari passu basis with the existing lender wherever applicable on property, plant and equipment (both moveable and immovable) and right-of-use land of the Company and second charge on the current assets to be shared on pari passu basis with the other working capital lenders.

(c) Vehicle loans of H 775 Mn (31 March 2023:H 10.35 Mn) is secured by hypothecation of vehicle purchased and are repayable in forty eight (31 March 2023: forty eight) monthly equated instalments commencing from the subsequent month in which the loan is taken carrying fixed interest of 797% per annum (31 March 2023: 797% per annum).

All the above facilities mentioned in (a) and (b) are secured by first charge over entire current assets (both present and future) of the Company on pari-passu basis with other banks and second charge on property, plant and equipment (both moveable and immovable) and right-of-use land of the Company on pari-passu basis with other banks. Interest rate ranges from 5.65 % to 700% (31 March 2023: 3.03 % to 13.50%).

The Company has given warranties on certain products, undertaken to repair or replace the items that failed to perform satisfactorily during the warranty period. Provision made as on 31 March 2024 and 31 March 2023 represent the amount of the expected cost of meeting such obligation of rectification/ replacement.

(b) Defined benefit plan - Funded Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Trust, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (fifteen days salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.15 based upon which, the Company makes contribution to the Gratuity fund.

(ii) Other long term employee benefit plans

The leave obligations cover the Company''s liability for other long term benefits.

Compensated absences cover the Company''s liability for sick and earned leave. As the Company does not have an unconditional right to defer the payment beyond 12 months the entire amount has been treated as current.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors.

The expected return on plan assets is determined after taking into consideration composition of the plan assets held, assessed risks of assets management, historical results of the return on plan assets, and other relevant factors.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognized in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(vii) Risk exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Risk:

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in standalone financial statements).

Liquidity Risk:

This is the risk that the Company is not able to meet the short-term gratuity pay-outs. This may arise due to non-availability of enough cash/ cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Salary Escalation Risk:

The present value of the defined benefit plan''s calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Demographic Risk:

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Regulatory Risk:

Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity pay-outs (e.g. Increase in the maximum limit on gratuity of H 2.00 Mn).

(viii) Defined benefit liability and employer contributions

The company expects to contribute H 11.41 Mn to the funded retiring gratuity plan in the financial year 2024-25.

The weighted average duration of the defined benefit obligation is 12 years (31 March 2023: 11 years).

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. This includes mutual funds that are actively traded at NAVs.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives, fixed maturity mutual funds) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is generally the case for unlisted equity securities.

There are no transfers between levels 1, 2 and 3 during the year.

(ii) Valuation technique used to determine fair value

(a) Derivatives are fair valued using market observable rates and published prices together with forecasted cash flow information where applicable.

(b) Investments (Mutual funds) carried at fair value are generally based on available NAVs.

(c) Fair value of borrowings is estimated by discounting expected future cash flows. The carrying amounts of other borrowings with floating rate of interest are considered to be close to the fair value.

(d) The carrying amounts of remaining financial assets and liabilities are considered to be the same as their fair values.

(e) Management uses its best judgement 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 below 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.

(iii) Fair value of financial assets and liabilities measured at amortised cost:

Except as detailed in the following table, the management consider the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximates their fair values.

Note: 39 Financial risk management

The Company''s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (i.e. foreign currency risk, interest rate risk and price risk).

(A) 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 contract assets) including deposits with banks, investments and other financial instruments. The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits and other receivables.

i) Trade receivables

Customer credit risk is managed by the management subject to the Company''s established policy, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing. Outstanding customer receivables are regularly monitored.

At each reporting date the Company measures loss allowance for certain class of financial assets based on historical trend industry practice and the business environment in which the Company operates. The assumptions and estimates applied for determining credit loss are reviewed periodically. The company also uses lifetime of expected credit loss model based on provisional matrix for estimating the allowance for excepted credit losses.

ii) Financial instruments and cash deposits

Credit risk from balances with banks and investments is managed by the Company in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2024 and 31 March 2023 is the carrying amounts of trade receivables, investments, balances with bank and other financial assets.

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company''s treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

(a) Exposure

Security price risk is the risk that the fair value of a financial instrument will fluctuate due to change in market traded prices. The company invests its surplus funds primarily in liquid schemes of mutual funds (debt instruments) which are categorised as low risk products from liquidity and interest rate perspectives. The carrying amount of the Company''s investments are designated as at fair value through profit or loss at the end of the reporting period.[Refer Note 9].

(iii) 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 long-term debt obligations with floating interest rates.

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Note: 41 Capital management (a) Risk management

The Company''s objectives when managing capital are to:

â¢ safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

â¢ maintain an optimal capital structure to reduce the cost of capital.

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 manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, long term borrowings and short term borrowings.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

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.

The Company is engaged in the business of manufacturing and distribution of specialized ''critical to operate'' and recurring consumable products for the global mineral beneficiation, mining and bulk solids handling industry. In accordance with Ind AS 108 "Operating Segments", the Company has presented the segment information on the basis of its consolidated financial statements.

Note: 43A Contingent liabilities (to the extent not provided for)
Particulars	As at 31 March 2024	As at 31 March 2023
Contingent liabilities - Claims against the company not acknowledged as debt
Disputed Excise Duty	4.37	14.75
Disputed Service Tax	1.30	3.08
Disputed Income Tax	66.38	64.99
Disputed Sales Tax	4.36	6.56
In respect of the contingent liabilities mentioned above, pending resolution of the respective proceedings, it is not practicable for the
Company to estimate the timings of cash outflows, if any.
Note: 43B Guarantees and Commitments
Particulars	As at 31 March 2024	As at 31 March 2023
(i) Guarantees
1) Stand-by letter of credit given by the Company to secure the financial assistance
extended to step down subsidiary*
Limit USD 3.55 Mn* (31 March 2023: USD 3.55 Mn*)	295.67	291.29
Facility utilised at year end USD 2.18 Mn* (31 March 2023: USD 2.56 Mn*)	181.93	210.05
*based on closing rates
2) Corporate Guarantee given by the company to secure the financial assistance
extended to a subsidiary company
Limit	1,200.00	1,200.00
Facility utilised at year end	1,000.00	1,000.00
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for.	36.28	37.23
# exclusive charge of stand-by letter of credit over certain mutual funds given on lien as on 31 March 2023. Refer Note 9.

In respect of matters mentioned in Note (i) above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees. The Company does not expect any reimbursements in respect of the above contingent liabilities.

Note: 43C

The Company has evaluated the impact of the Supreme Court Judgment in case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated 20 March 2019 issued by the Employees'' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. While further clarification on applicability and operation of the Order is awaited from the Provident Fund authorities, based on estimates by the management, the impact of the Order is not expected to be material on the standalone financial statements. The management will continue to assess the impact of further developments relating to retrospective application of the Supreme Court''s judgement considering the additional guidance as and when issued by the statutory authorities.

(e) Fair value of options granted

No grants were issued during the year.

(f) Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognized in profit or loss as part of employee benefit expense were Nil (31 March 2023: Nil).

(g) The existing Employee Stock Option Scheme 2011 has been aligned with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 and the same was approved in Board Resolution dated 11 February 2022 and shareholder''s resolution vide postal ballot dated 3 April 2022. The Company has received in-principle approval from the stock exchange for the said scheme. During the current year 181,380 (31 March 2023: 60,963) equity shares has been exercised.

Note 47

Pursuant to an order pronounced by the Hon''ble National Company Law Tribunal, Kolkata Bench ("Hon''ble NCLT") on 24 February 2023, the Company through its wholly-owned subsidiary Tega Equipments Private Limited ("TEPL"), completed the acquisition of Tega McNally Minerals Limited ("TMML") (formerly known as McNally Sayaji Engineering Limited) under the Corporate Insolvency Resolution Process ("CIRP") of the Insolvency and Bankruptcy Code 2016 ("Code"). Vide the same order, Hon''ble NCLT of Kolkata also approved the merger of TEPL with TMML and consequently TMML had become a direct wholly-owned subsidiary of the company.

The Company had given a loan amounting to H 655.69 Mn to TEPL for acquisition of TMML. Subsequently, TEPL got merged into TMML on 29 March 2023 and the aforesaid loan was converted into investments in TMML.

Note: 48 Reconciliation of quarterly bank returns

For the year ended 31 March 2024

The Company has filed quarterly returns/ statements with the banks in lieu of the sanctioned working capital facilities which are in agreement with the books of accounts. Quarterly returns/ statements for the quarter ended 31 March 2024 is yet to be filed by the Company, as the same is not yet due.

Quarterly returns/ statements for the quarter ended 31 March 2023 was not filed by the Company till the approval of financial statements for the year ended 31 March 2023, as the same was not due.

Note for discrepancies :

The Bank returns were prepared and filed before the completion of all financial statement closure activities including Ind AS related adjustments/ reclassifications, as applicable, which led to these differences between the final books of accounts and the bank return which were based on provisional books of accounts.

(a) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on 13 November 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

(b) 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.

(c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(d) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(e) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

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

(g) The Company has complied with the number of layers as prescribed under the Companies Act, read with the Companies (Restriction on number of layers) Rules, 2017

(h) The Company has not revalued its Property, plant and equipment (including Right-of-Use Assets) or Intangible assets or both during the current or previous year.

(i) Company has raised funds on short term and long term basis from banks and financial institutions, and have applied the same for the purpose for which they were obtained.

(i) whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''Ultimate Beneficiaries'') or

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(k) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

Mar 31, 2023

g) Extension and termination options

Extension and termination options are included in the Company''s lease contracts. These are used to maximise operational flexibility in terms of managing the assets used in the Company''s operations. In majority of the lease contracts, the extension and termination options held are exercisable by mutual consent of both the lessor and the lessee and in few contracts, the option to terminate the lease is with lessee only. For determining the lease term land, plant & machinery, office space and office equipments, the following factors are normally the most relevant:

â¢ If there are significant penalty payments to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

â¢ If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

â¢ Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

The Company has entered into a Long-term lease for an office space which contains further renewal options and only the company can terminate the lease giving 6 months notice. Considering the above factors, the termination option with the company and the expected period of use, the lease term has been determined as 60 years which is shorter than the contractual duration.

h) Residual value guarantees

There are no residual value guarantees in relation to any lease contracts.

i) The Company has entered into 36 months leave and license agreements for five office spaces at various locations. These agreements are pending for registration under the Registration Act, 1908.

(i) During the year ended 31 March 2022, 595,250 numbers of 3% Optionally Convertible Redeemable Preference Shares of USD 100 each invested in Tega Holdings Pte Limited, a wholly owned subsidiary of the company was converted into 87,930 number of ordinary shares.

(ii) Refer note 50(j) for investments made during the year.

(iii) During the year ended 31 March 2023, the Company carried out an impairment assessment in view of the subsidiary net-worth being less than the carrying amount of the investment.

The recoverable value of investments held in Tega Holdings Pte Limited, a wholly owned subsidiary of the Company is, inter alia, dependent on the operational and financial performance of Tega Industries Africa Proprietary Limited, Tega Industries Chile SpA and Losugen Pty Ltd. The recoverable amount is computed using discounted cash flow model with cash flow projections for the next financial year based on management estimates and forecasts for next four years. Cash Flows beyond these periods are extrapolated using estimated growth rates.

The projections are based on both past performance and the expectations of future performance and assumptions therein. The Company estimates discount rates using post-tax rates that reflect the current market rates adjusted to company specific risk relating to the relevant segments and countries in which they operate. The weighted average post-tax discount rates used for discounting the cash flows projections is in the range of 11.00%- 18.60% (31 March 2022: 11.00%-16.80%). Beyond the specifically forecasted period, a growth rate of 3.00% (31 March 2022: 2.50%- 3.00 %.) is used to extrapolate the cash flow projections. This rate does not exceed the average long-term growth rate for the relevant markets.

The Company has also conducted sensitivity analysis on the impairment tests including sensitivity in respect of key assumptions being growth rate, discount rates etc. The management believes that no reasonably possible change in any of the key assumptions used in the assessment would cause the carrying value of investments to exceed its recoverable value.

(a) Provision for expected credit loss

In determination of the allowance for credit losses on receivables, the Company has used the practical expedient by computing the expected credit losses based on provision matrix, which has taken into account historical credit loss experience and adjusted for forward looking information. Company also analyses all its receivables periodically for recoverability assessment and wherever they have analysed that the receivable may be credit impaired on account of non recoverability, loss allowance on such receivables have been provided in full.

(a) There are no outstanding loans due from directors or other officers of the Company.

(e) Rights, preferences and restrictions attached to equity shares

The company has one class of equity shares having par value of H10/-. Each equity shareholder is entitled to vote in the same proportion as the equity capital paid (whether fully paid or partly paid) held by the shareholder bears to the total paid up equity capital of the company. Each equity shareholder is entitled to dividend in proportion of the amount paid up as and when the company declares and pays dividend after obtaining shareholders'' approval. Dividends are paid in Indian Rupees. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(f) Shares reserved for issue under options

Pursuant to approved employee stock option scheme 2011, the Company has granted 498,628 nos of employees stock options of which 60,963 (31 March 2022: NIL) of the options have been exercised (also refer note 46).

(c) Preference shares are yet to be issued and are included above for disclosure purpose only. Classification of the preference shares as equity or liability will be determined at the time they are issued.

(d) No preference shares were allotted as fully paid up by way of bonus shares or pursuant to contract(s) without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 (the "Companies Act").

(ii) General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

(iii) Retained earnings

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

(iv) Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company''s Employee stock option plan (refer note 46).

(b) The terms loans of H603.95 Mn (31 March 2022: H773.08 Mn) are secured by first charge on pari passu basis with the existing lender wherever applicable on property, plant and equipment (both moveable and immovable) and right-of-use land of the Company and second charge on the current assets to be shared on pari passu basis with the other working capital.

(c) Vehicle loans of H10.35 Mn (31 March 2022: H4.42 Mn) is secured by hypothecation of vehicle purchased and are repayable in forty eight (31 March 2022: thirty six) monthly equated instalments commencing from the subsequent month in which the loan is taken carrying fixed interest of 7.97% per annum (31 March 2022: 10.75% per annum).

Nature of Security:

All the above facilities mentioned in (a) and (b) are secured by first charge over entire current assets (both present and future) of the Company on pari-passu basis with other banks and second charge on property, plant and equipment (both moveable and immovable) and right-of-use land of the Company on pari-passu basis with other Banks. Interest rate ranges from 3.03% to 13.50% (31 March 2022: 0.19% to 10.10%).

Note: 32.1 Employee benefits obligations(i) Post-employment obligations

(a) Defined contribution plan

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

(b) Defined benefit plan- Funded Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Trust, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (half month''s salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.15 based upon which, the Company makes contribution to the Gratuity fund.

(ii) Other long term employee benefit plans

The leave obligations cover the Company''s liability for other long term benefits.

Compensated absences cover the Company''s liability for sick and earned leave. As the Company does not have an unconditional right to defer the payment beyond 12 months the entire amount has been treated as current.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(vii) Risk exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary over time. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Risk:

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in standalone financial statements).

Liquidity Risk:

This is the risk that the Company is not able to meet the short-term gratuity pay-outs. This may arise due to non-availability of enough cash/ cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Salary Escalation Risk:

The present value of the defined benefit plan''s calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Demographic Risk:

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is generally the case for unlisted equity securities.

There are no transfers between levels 1,2 and 3 during the year.

(ii) Valuation technique used to determine fair value

(a) Derivatives are fair valued using market observable rates and published prices together with forecasted cash flow information where applicable.

(b) Investments (Mutual funds) carried at fair value are generally based on available NAVs.

(c) Fair value of borrowings is estimated by discounting expected future cash flows. The carrying amounts of other borrowings with floating rate of interest are considered to be close to the fair value.

(d) The carrying amounts of remaining financial assets and liabilities are considered to be the same as their fair values.

(e) Management uses its best judgement 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 below 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.

(iv Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief financial officer (CFO)/ Deputy General Manager (DGM) - finance and accounts. Discussions of valuation processes and results are held between the CFO/ DGM and the valuation team at least once every year, in line with the company''s reporting periods.

The main level 3 inputs for preference shares used by the Company are derived and evaluated as follows:

- Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money.

- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

(A) 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 contract assets) including deposits with banks, investments and other financial instruments. The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits and other receivables.

i) Trade receivables

Customer credit risk is managed by the management subject to the Company''s established policy, procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing. Outstanding customer receivables are regularly monitored.

ii) Financial instruments and cash deposits

Credit risk from balances with banks and investments is managed by the Company in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2023 and 31 March 2022 is the carrying amounts of trade receivables, investments, balances with bank and other financial assets.

(B) Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

(ii) As of 31 March 2023, the maximum potential liability under financial guarantees (referred in note 43B) amounted to H1,210.05 Mn (31 March 2022: H222.17 Mn). Financial guarantees are assumed to be due immediately on invocation.

(C) Market risk

(i) Foreign currency risk

The Company deals with foreign currency bank accounts, trade receivables, loans, borrowings, trade payables and is therefore exposed to foreign exchange risk associated with exchange rate movement.

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. The Company primarily uses derivatives to hedge its risk against foreign currency balances of borrowings, trade payables and trade receivable and contract assets. Such exposures are managed within approved policy parameters utilising foreign exchange forward contracts and options. Further, the Company also has variable interest rate loan in foreign currency. To manage its risk against interest rate movements the Company has taken an interest rate swap. The Company also enter into derivative contracts to hedge forecast sales and purchase transactions using forward contracts.

(ii) Price risk

(a) Exposure

Security price risk is the risk that the fair value of a financial instrument will fluctuate due to change in market traded prices. The company invests its surplus funds primarily in liquid schemes of mutual funds (debt instruments) which are categorised as low risk products from liquidity and interest rate perspectives. The carrying amount of the Company''s investments are designated as at fair value through profit or loss at the end of the reporting period [refer note 9].

(iii) 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 long-term debt obligations with floating interest rates.

The Company''s main interest rate risk arises from borrowings with variable rates, which expose the Company to cash flow interest rate risk.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Note: 41 Capital management (a) Risk management

The Company''s objectives when managing capital are to:

â¢ safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

â¢ maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Note: 42 Segment Information

The Company is engaged in the business of manufacturing and distribution of specialized ''critical to operate'' and recurring consumable products for the global mineral beneficiation, mining and bulk solids handling industry. In accordance with Ind AS 108 "Operating Segments" the Company has presented the segment information on the basis of its consolidated financial statements.

Note: 43A Contingent liabilities (to the extent not provided for)
Particulars	As at 31 March 2023	As at 31 March 2022
(i) Contingent liabilities - Claims against the company not acknowledged as debt
Disputed Excise Duty	14.75	14.75
Disputed Service Tax	3.08	3.08
Disputed Income Tax	64.99	64.54
Disputed Sales Tax	6.56	6.56
(ii) Other money for which the Company is contingently liable
Pending finalisation of legal/ arbitration proceedings, the extent of eventual liability, against a customer''s claims (not admitted by the Company) for alleged unsatisfactory product performance as may arise, is currently not ascertainable and no provision in this regard has been considered necessary by the Management.		4.05
In respect of the contingent liabilities mentioned in (i) above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any.
Note: 43B Guarantees and Commitments
Particulars	As at 31 March 2023	As at 31 March 2022
(i) Guarantees
1) Stand-by letter of credit given by the Company to secure the financial assistance extended to subsidiary of a subsidiary company*.
Limit USD 3.55 Mn* (31 March 2022: USD 3.55 Mn*)	291.29	268.68
Facility utilised at year end USD 2.56 Mn* (31 March 2022: USD 2.93 Mn*)	210.05	222.17
*based on closing rates
2) Corporate Guarantee given by the Company to secure the financial assistance extended to subsidiary company.
Limit	1,200.00	-
Facility utilised at year end	1,000.00	-
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for.	37.23	26.55
# exclusive charge of stand-by letter of credit over certain mutual funds given on lien. Refer note 9.

Note: 43C

The Company has evaluated the impact of the Supreme Court Judgment in case of"Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated 20 March 2019 issued by the Employees'' Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. While further clarification on applicability and operation of the Order is awaited from the Provident Fund authorities, based on estimates by the management, the impact of the Order is not expected to be material on the standalone financial statements. The management will continue to assess the impact of further developments relating to retrospective application of the Supreme Court''s judgement considering the additional guidance as and when issued by the statutory authorities.

(f) Fair value of options granted

No grants were issued during the year.

(g) Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were 31 March 2023: NIL (31 March 2022: NIL).

(h) The existing Employee Stock Option Scheme 2011 has been aligned with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 and the same was approved in Board Resolution dated 11 February 2022 and shareholder''s resolution vide postal ballot dated 3 April 2022 . The Company has received in-principle approval from the stock exchange for the said scheme. During the current year 60,963 equity shares has been exercised.

Note 47

Pursuant to an order pronounced by the Hon''ble National Company Law Tribunal, Kolkata Bench ("Hon''ble NCLT") on 24 February 2023, the Company through its wholly-owned subsidiary, Tega Equipments Private Limited ("TEPL"), completed the acquisition of McNally Sayaji Engineering Limited ("MSEL") under the Corporate Insolvency Resolution Process ("CIRP") of the Insolvency and Bankruptcy Code 2016 ("Code"). Vide the same order, Hon''ble NCLT of Kolkata also approved the merger of TEPL with MSEL and consequently MSEL has become a direct wholly-owned subsidiary of the Company.

The Company has given a loan amounting to H655.69 Mn to TEPL for acquisition of MSEL. Subsequently, TEPL got merged into MSEL on 29 March 2023 and the aforesaid loan was converted into investments in MSEL.

Note: 48 Reconciliation of quarterly bank returns

The Company has filed quarterly returns/ statements with the Banks in lieu of the sanctioned working capital facilities which are in agreement with the books of accounts other than those as set out below:

Note 50: Additional regulatory information

(a) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on 13 November 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

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

(c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(d) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.

(e) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

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

(g) The Company has complied with the number of layers as prescribed in section 2(89) of the Companies Act read with Companies (Restriction on number of layers) Rules, 2017.

(h) The Company has not revalued its Property, plant and equipment (including Right-of-Use Assets) or intangible assets or both during the current or previous year.

(i) The Company has raised funds on short term and long term basis from banks and financial institutions, and have been applied for the purpose for which they were obtained.

(j) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other persons/ entities identified in any manner whatsoever by or on behalf of the Company (''ultimate beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than loans amounting to H193.10 Mn given during the year to Tega Holdings Pte Limited, a subsidiary Company of the Company in the ordinary course of business for onward funding to Tega Industries Chile SpA, a step-down subsidiary of the Company towards purchase of capital assets and loan amounting to H655.69 Mn to Tega Equipment Private Limited ("TEPL"), a subsidiary Company of the Company in the ordinary course of business for acquisition of McNally Sayaji Engineering Limited ("MSEL") which is subsequently converted into investments on merger of TEPL with MSEL pursuant to a Corporate Insolvency Resolution process implemented under the Insolvency and Bankruptcy Code 2016.

(k) The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

Note: 51

The Company has incurred H324.59 million (plus applicable taxes) as IPO related expenses upto 31 March 2022 and the entire expenses are allocated to the selling share holders in the proportion of their respective share holding considered in the IPO as per the offer agreement between the Company and the selling shareholders.

Note: 52

Mr. Manoj Kumar Agarwal, erstwhile Chief Financial Officer (CFO), had tendered his resignation, effective from the closure of business hours on 31 January 2023. The Company is in the process of appointing a CFO. In the interim, Mr. Kaushal Sureka, Deputy General Manager - Finance & Accounts, was appointed to take charge of the Finance Function by the Board of Directors, vide resolution dated 31 January 2023. Accordingly, pursuant to the resolution approved by the Board at their meeting held on 30 May 2023, the Financial Statements are signed by Mr. Kaushal Sureka, Deputy General Manager - Finance & Accounts of the Company, along with other directors so authorised, to sign the financial statements on behalf of the Board of Directors.

Mar 31, 2022

Note 3(b): Right-of-Use Assets a) The Company as a lessee

The Company''s significant leasing arrangements include assets dedicated for use under long-term arrangements, lease of land, office space, equipment, vehicles and some IT equipment. Lease of Land have lease term of 60 years, leases of plant and equipment and office equipments have lease terms between 2 to 5 years, while offices and guest houses generally have lease terms between 12 months to 60 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The Company also has certain leases of offices and guest houses with lease terms of 12 months or less. The Company applies the ''short-term lease'' recognition exemptions for these leases. For leases recognised under long term arrangements involving use of a dedicated asset, non-lease components are excluded based on the underlying contractual terms and conditions.

g) Extension and termination options

Extension and termination options are included in the Company''s lease contracts. These are used to maximise operational flexibility in terms of managing the assets used in the Company''s operations. In majority of the lease contracts, the extension and termination options held are exercisable by mutual consent of both the lessor and the lessee and in few contracts, the option to terminate the lease is with lessee only. For determining the lease term Land, Plant & Machinery, office Space and Office Equipments, the following factors are normally the most relevant:

â¢ If there are significant penalty payments to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).

â¢ If any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).

â¢ Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

h) Residual value guarantees

There are no residual value guarantees in relation to any lease contracts.

i) The Company has entered into a 36 months leave and license agreement for one of the office space at Jamshedpur. The agreement is pending for registration under the Registration Act, 1908.

(a) There are no outstanding loans due from directors or other officers of the Company.

(e) Rights, preferences and restrictions attached to equity shares

The company has one class of equity shares having par value of 1X110/-. Each equity shareholder is entitled to vote in the same proportion as the equity capital paid (whether fully paid or partly paid) held by the shareholder bears to the total paid up equity capital of the company. Each equity shareholder is entitled to dividend in proportion of the amount paid up as and when the company declares and pays dividend after obtaining shareholders'' approval. Dividends are paid in Indian Rupees. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Wagner Limited (""the Investor"") acquired 76,893 equity shares in the Company. The Company had issued Bonus shares in October 2013 in the ratio of 12:1. Post this issue the number of equity shares held by Wagner Limited in the Company stood at 999,609 shares (also refer note 47)"

Put Option on equity shares held by the Investor:

As per the shareholders agreement dated 29 April 2011 and subsequent amendments thereof , if for any reason, whatsoever, the Company fails to conduct the IPO before ("Put Option Trigger Date"), the Investor shall either require the Promoters to purchase any or all of the Investor Shares held by the Investor as on the date of exercise of the put option ("Put Shares"), and the Promoters shall be obliged to purchase the Put Shares ("Put Option"); cause the Company to buy back the Put Shares ("Buy-Back Option") at the Fair Market Value price per Put Share.

During the year ended 31 March 2022 pursuant to the Initial Public Offering (""IPO""), the 999,609 equity shares held by Investor were offered for sale.

(f) Shares reserved for issue under options

Pursuant to approved employee stock option scheme 2011, the Company has granted 498,628 nos of employees stock options of which none of the options have been exercised (also refer note 46).

(d) Rights, preferences and restrictions attached to preference shares

The Company has issued compulsorily convertible participatory preference shares (CCPP) at face value of H10/- each having right to a preferential dividend of a fixed amount aggregating to H500/-.

Conversion Option as at 31 March 2021:

The date of conversion is the earliest of:

(a) Immediately prior to transfer of CCPP by the Investor, (other than to its affiliates) in accordance with shareholders agreement dated 29 April 2011 and subsequent amendments thereof

(b) The Company filing its red herring prospectus for an initial public offering

(e) Terms of conversion for compulsorily convertible participatory preference shares:

The Company had issued 668,637 compulsorily convertible participatory preference shares (CCPP) to Wagner Limited on the terms and conditions as detailed in the Share Subscription and Shareholder Agreement (the Agreement) dated 29 April 2011 and subsequent amendments thereof, entered into between the Company and Wagner Limited. The Agreement inter alia provided for the mode and manner of conversion of 668,637 CCPP into 668,637 Equity shares. The Company issued Bonus shares in October 2013 in the ratio of 12:1 on both its Equity shares and CCPP. Post this issue the number of CCPP held by Wagner Limited in the stands at 8,692,281 shares. Also refer Note 47.

In a liquidity event (a) the CCPP will rank senior to the Equity Shares and any other Equity Securities issued by the Company; and (b) the Shares shall have liquidation preference equal to the investment amount.

Optional Conversion:

The Investor shall have the right to convert the CCPP into Equity Shares (at the Investor''s option); at any time and from time to time: (a) after 2 (two) years from the Closing Date; or (b) upon the occurrence of a Liquidity Event. ""Closing date"" as per Share Subscription and Share Purchase Agreement"" dated is the such dates as the party may mutually agree to in writing.

Put Option:

During the year ended 31 March 2022 aforesaid 8,692,281 CCPP of H86.92 million have been converted to 8,692,281 equity shares of H86.92 million and pursuant to the Initial Public Offering (""IPO""), the 8,692,281 equity shares held by Investor were offered for sale.

(f) No preference shares were allotted as fully paid up by way of bonus shares or pursuant to contract(s) without payment being received in cash during the last five years. Further, none of the shares were bought back by the Company during the last five years.

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Indian Companies Act, 2013 (the "Companies Act").

(ii) General reserve

Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net profit at a specified percentage in accordance with applicable regulations. Consequent to the introduction of the Companies Act 2013, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn.

(iii) Retained earnings

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

(iv) Share options outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company''s Employee stock option plan. Refer note 46.

(b) Term loans of H773.08 Mn (31 March 2021: H906.56 Mn) are secured by first charge on pari passu basis with the existing lender wherever applicable on property, plant and equipment (both moveable and immovable) and right-of-use land of the Company and second charge on the current assets to be shared on pari passu basis with the other working capital lenders of the borrower. As at 31 March 2021, the Company had exclusive charge of term loans over certain mutual funds given on lien as Minimum Reserve Amount. Also refer note 4(b) and 9.

(c) Vehicle loans of H4.42 Mn (31 March 2021: H8.74 Mn) is secured by hypothecation of vehicle purchased and are repayable in thirty six (31 March 2021: thirty six to sixty) monthly equated installments commencing from the subsequent month in which the loan is taken carrying fixed interest of 10.75% per annum (31 March 2021: 8.50% to 12.00% per annum).

During the year ended 31 March 2021, the Company has revised the geographical regions based on which their Chief Operating Decision Maker (''CODM'') views its disaggregation of revenue. As a result of this the Company has clubbed "South East Asia" region and "Australia" region into "Asia Pacific" region. Also "Other Foreign Countries" region and "Europe" region has been clubbed into "EMER" region. Accordingly, in accordance with Ind AS 115, disaggregation based on the Company''s presence have been identified as "North America" "South America", "EMER" "Africa" "Asia Pacific" and "India" In view of the aforesaid change, "South East Asia" "Australia" "Other Foreign Countries" and "Europe" are no longer shown separately.

Management expects that 87% of the transaction price allocated to the pending contracts as of 31 March 2022 will be recognised as revenue during the next reporting period and the remaining 13% will be recognised in the subsequent financial years. The amount disclosed above does not include variable consideration which is constrained.

Management expects that 55% of the transaction price allocated to the pending contracts as of 31 March 2021 will be recognised as revenue during the next reporting period and the remaining 45% will be recognised in the subsequent financial years. The amount disclosed above does not include variable consideration which is constrained.

All other sale contracts are for periods of one year or less or are billed based on time incurred. As permitted under Ind-AS 115, the transaction price allocated to these pending contracts is not disclosed.

(b) Defined benefit plan- Funded Gratuity

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Trust, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (half month''s salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 2.15 based upon which, the Company makes contribution to the Gratuity fund.

(ii) Other long term employee benefit plans

The leave obligations cover the Company''s liability for other long term benefits.

Compensated absences cover the Company''s liability for sick and earned leave. As the Company does not have an unconditional right to defer the payment beyond 12 months the entire amount has been treated as current.

(vii) Risk exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary overtime. Thus, the Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Risk:

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in standalone financial statements).

Liquidity Risk:

This is the risk that the Company is not able to meet the short-term gratuity pay-outs. This may arise due to non-availability of enough cash/ cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Salary Escalation Risk:

The present value of the defined benefit plan''s calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan''s liability.

Demographic Risk:

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Regulatory Risk:

Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity pay-outs (e.g. Increase in the maximum limit on gratuity of H2.00 Mn).

(viii) Defined benefit liability and employer contributions

The company expects to contribute H30.80 Mn to the funded retiring gratuity plan in the financial year 2022-23.

The weighted average duration of the defined benefit obligation is 12 years (31 March 2021: 12 years).

The Company has paid H18.44 Mn (31 March 2021: NIL) as fees including reimbursement of expenses for the Initial Public Offer related audit deliverables. The same has not been included above since it is recoverable from the selling shareholders.

Note: 36 Income tax expense

This note provides an analysis of the Company''s income tax expense, shows amounts that are recognised directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company''s tax positions.

d) The Company during the year ended 31 March 2021 has opted for the new tax regime under Section 115BAA of the Act, which provides a domestic company with an option to pay tax at a rate of 22.00% (effective rate of 25.17%). The lower rate shall be applicable subject to certain conditions, including that the total income should be computed without claiming specific deduction or exemptions.

The Company has elected to exercise the option permitted under new tax rate regime during the financial year ended 31 March 2021 and accordingly remeasured deferred tax balances expected to reverse in future periods based on the revised applicable tax rate.

e) Deferred taxes on fair value adjustments recognised in the company''s financial statements with respect to investments in preference shares of a subsidiary has not been recognised due to uncertainty surrounding availability of future capital gains against which such capital loss can be offset.

Other Terms and Conditions of transactions with Related Parties

The related party transactions are made in the ordinary course of business. Outstanding balances at the year end are unsecured. No provision are held against receivable from related parties.

Disclosure pursuant to Section 186(4) of the Companies Act 2013, regarding loans given are mentioned above; disclosures for investment made and guarantee given are mentioned in the respective notes of Investment in subsidiaries and joint venture (Refer Note 4(a)), and Guarantees (Refer Note 43B).

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is generally the case for unlisted equity securities.

There are no transfers between levels 1,2 and 3 during the year.

(ii) Valuation technique used to determine fair value

(a) Derivatives are fair valued using market observable rates and published prices together with forecasted cash flow information where applicable.

(b) Investments (Mutual funds) carried at fair value are generally based on available NAVs. Fair value of investments in preference share is estimated by discounting the expected future cash flows using applicable discount rate.

(c) Fair value of borrowings is estimated by discounting expected future cash flows. The carrying amounts of other borrowings with floating rate of interest are considered to be close to the fair value.

(d) The carrying amounts of remaining financial assets and liabilities are considered to be the same as their fair values.

(e) Management uses its best judgement 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 below 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.

b) Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief financial officer (CFO). Discussions of valuation processes and results are held between the CFO and the valuation team at least once every year, in line with the company''s reporting periods.

The main level 3 inputs for preference shares used by the Company are derived and evaluated as follows:

- Discount rates are determined using a capital asset pricing model to calculate a pre-tax rate that reflects current market assessments of the time value of money.

- Earnings growth factor for unlisted equity securities are estimated based on market information for similar types of companies.

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 contract assets) including deposits with banks, investments and other financial instruments. The Company periodically monitors the recoverability and credit risks of its other financial assets including security deposits and other receivables.

i) Trade receivables and contract assets

Customer credit risk is managed by the management subject to the Company''s established policy, procedures and control relating to customer credit risk management. Trade receivables and contract assets are non-interest bearing. Outstanding customer receivables are regularly monitored.

ii) Financial instruments and cash deposits

Credit risk from balances with banks and investments is managed by the Company in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

The Company''s maximum exposure to credit risk for the components of the balance sheet at 31 March 2022 and 31 March 2021 is the carrying amounts of trade receivables and contract assets, investments, balances with bank and other financial assets.

Provision for expected credit loss

In determination of the allowance for credit losses on receivables, the Company has used a practical experience by computing the expected credit losses based on provision matrix, which has taken into account historical credit loss experience and adjusted for forward looking information. Company also analyses all its receivables periodically for recoverability assessment and wherever they have analysed that the receivable may be credit impaired on account of non recoverability, loss allowance on such receivables have been provided in full.

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows.

(ii) As of 31 March 2022, the maximum potential liability under financial guarantees (referred in note 43B) amounted to H222.17 Mn (31 March 2021: H241.72 Mn). Financial guarantees are assumed to be due immediately on invocation.

(C) Market risk

(i) Foreign currency risk

The Company deals with foreign currency bank accounts, trade receivables and contract assets, loans, borrowings, trade payables and is therefore exposed to foreign exchange risk associated with exchange rate movement.

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. The Company primarily uses derivatives to hedge its risk against foreign currency balances of borrowings, trade payables and trade receivable and contract assets. Such exposures are managed within approved policy parameters utilising foreign exchange forward contracts and options. Further, the Company also has variable interest rate loan in foreign currency. To manage its risk against interest rate movements the Company has taken an interest rate swap. The Company also enter into derivative contracts to hedge forecast sales and purchase transactions using forward contracts.

(C) Price risk

(a) Exposure

Security price risk is the risk that the fair value of a financial instrument will fluctuate due to change in market traded prices. The company invests its surplus funds primarily in liquid schemes of mutual funds (debt instruments) which are categorised as low risk products from liquidity and interest rate perspectives. The carrying amount of the Company''s investments are designated as at fair value through profit or loss at the end of the reporting period.[Refer Note 4(b) and 9].

(ii) 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 long-term debt obligations with floating interest rates.

The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.

The Company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Note: 41 Capital management (a) Risk management

The Company''s objectives when managing capital are to:

â¢ safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

â¢ maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Note: 43C The Company has evaluated the impact of the Supreme Court Judgment in case of "Vivekananda Vidyamandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal" and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated 20 March 2019 issued by the Employees''Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees'' Provident Funds & Miscellaneous Provisions Act, 1952. While further clarification on applicability and operation of the Order is awaited from the Provident Fund authorities, based on estimates by the management, the impact of the Order is not expected to be material on the standalone financial statements. The management will continue to assess the impact of further developments relating to retrospective application of the Supreme Court''s judgement considering the additional guidance as and when issued by the statutory authorities.

(d) Fair value of options granted

No grants were issued during the year.

(e) Expense arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were :

31 March 2022: NIL (31 March 2021: NIL).

(f) The existing Employee Stock Option Scheme 2011 has been aligned with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021 and the same was approved in Board Resolution dated 11 February 2022 and shareholder''s resolution vide postal ballot dated 3 April 2022 . The Company is in the process of filing an application with the Stock Exchanges for obtaining an in-principle approval for the said scheme.

Further, the Company has also adopted a new Employee Stock Option Plan 2021 (ESOP 2021), however no options have been granted under this plan.

Note 47

Pursuant to a shareholders'' agreement ("agreement") in 2011, Wagner Limited ("Investor") acquired equity shares in the Company and subscribed to Compulsorily Convertible Participatory Preference Shares ("CCPP") issued by the Company, collectively referred to as securities. The amount pertaining to these securities was recognised as equity share capital, preference share capital and securities premium under the previous GAAP.

Pursuant to the said agreement, the Investor, has an option to require an exit by way of buyback of the securities at fair value in case the Company does not conduct an IPO within a stipulated date. Per Ind AS 32 ''Financial Instruments: Presentation'' this represents a contractual obligation to deliver cash or another financial asset and hence such securities are required to be classified as a financial liability and measured at fair value. However, there remains certain contradictions between the Ind AS and the Companies Act, 2013 with regard to classification and measurement of such securities. Classification and measurement of the securities as a financial liability, in accordance with the principles of Ind AS 32 and Ind AS 109 ''Financial Instruments'' would not be in accordance with the provisions of the Companies Act, 2013, which requires share capital received to be classified under share capital and securities premium received to be classified under securities premium account. Considering that the rule of construction requires that the Act prevails over any subordinate

legislation like the Companies (Indian Accounting Standards) Rules, 2015, the Company did not classify and measure the securities in accordance with the requirements of Ind AS 32 and Ind AS 109 on the date of transition to Ind AS i.e. 1 April 2016. The company has continued the classification done under previous GAAP in the following years also pending resolution of such contradiction. The option to exercise buyback of securities at fair value exposes the investor to the equity price risk similar to an equity share. Further, the company has not included the disclosures required under Ind AS 107 ''Financial Instruments: Disclosures'' and has not complied with the presentation requirements of Ind AS 1 ''Presentation of financial statements''.

If the securities were classified and measured as per Ind AS 32 and Ind AS 109, total liabilities would be higher by H2,390.68 Mn as at 31 March 2021.

During the financial year ended 31 March 2022 pursuant to an Initial Public Offering ("IPO"), CCPP has been converted to equity shares and the entire securities held by Investor was offered for sale as part of the IPO.

Note for discrepancies :

Note: 49

As at 31 March 2022, foreign currency payables with respect to Merchanting Trade Transaction amounting to H5.35 Mn, outstanding beyond the time period permitted under the Reserve Bank of India (RBI) Master Direction on Import of Goods and Services vide FED Master Direction No. 17/2016-17 dated 1 January 2016 (as amended), issued by the RBI . The Company has submitted application to RBI seeking approval for making payment, since all the related exports proceeds have been realised. Based on the assessment by the management, the impact of the said contravention is not expected to be material on account of delay under existing regulations.

Note: 51 Additional regulatory information

(a) The Company had received foreign direct investment for issue of 668,637 compulsorily convertible participatory preference shares (''"CCPP") on 11 May 2011 to Wagner Limited and thereafter issued bonus shares comprising 922,716 equity shares and 8,023,644 CCPP to Wagner Limited on 5 October 2013. As per Para 9(1)(B) of Schedule I to the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 vide Notification no. FEMA 20/2000-RB dated 3 May 2000, amended from time to time, an Indian company is required to file Form FC-GPR to the Regional Office concerned of Reserve Bank of India ("RBI") with respect to issuance of shares to foreign investor within 30 days from the date of issue. It was observed that there has been an inadvertent delay in filing of Form FC-GPR, which is in contravention of the aforesaid regulation. On 6 August 2021, the management has made an application to RBI in accordance with Foreign Exchange Management Act, 1999 for compounding of contravention. Subsequent query raised by RBI was duly replied by the Company. Further queries on compounding application from RBI was received and the management of the Company is yet to reply on the same. Based on the assessment by the management, the impact of the said contravention is not expected to be material on the standalone financial statements.

(b) The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on 13 November 2020 draft rules were published and invited for stakeholders'' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

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

(d) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(e) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account

(f) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

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

(h) The Company has complied with the number of layers as prescribed in section 2(89) of the Companies Act read with Companies (Restriction on number of layers) Rules, 2017.

(i) The Company has not revalued its Property, plant and equipment (including Right-of-use assets) or intangible assets or both during the current or previous year.

(j) The Company has raised funds on short term or long term basis from banks and financial institutions, and have been applied for the purpose for which they were obtained

(k) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall

(i) 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

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the group shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

Note: 52

The Company has assessed the possible impact of COVID-19 on its Standalone Financial Statements based on the internal and external information available upto the date of approval of the Standalone Financial Statements and conclude no adjustments is required in these Standalone Financial Statements. The Company continues to monitor the impact of COVID-19 and the future economic conditions.

Note: 53

During the year ended 31 March 2022, the Company has completed its initial public offer (IPO) of 13,669,478 equity shares of face value of H10 each at an issue price of H453 per share, comprising of offer for sale of 13,669,478 shares by selling shareholders. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 13 December 2021. The Company has incurred H324.59 million (plus applicable taxes) as IPO related expenses upto 31 March 2022 and the entire expenses are allocated to the selling share holders in the proportion of there respective share holding considered in the IPO as per the offer agreement between the Company and the selling shareholders.

Note: 54

Pursuant to the amendment in Schedule III to the Companies Act, 2013 by Ministry of Corporate Affairs vide its Notification dated 24 March 2021, the comparative figures as disclosed in these results have been regrouped/reclassified, wherever necessary, to make them comparable to current year figures.

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