Notes to Accounts of Transrail Lighting Ltd.

Mar 31, 2025

I. Provisions, Contingent Liabilities, Contingent Assets
General

The Company recognizes a provision when it has a
present obligation (legal or constructive) as a result of
past events; it is likely that an outflow of resources will
be required to settle the obligation; and the amount can
be reliably estimated. Provisions are not recognized for
future operating losses.

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

Provisions are carried at the present value of forecast
payments that are expected to be required to settle the
obligation, using a rate before taxes that reflects the
current market assessment of the time value of money
and the specific risks of the obligation. The increase in
the provision due to passage of time is recognized as
interest expense.

Provision for Contractual Obligation

The Company is exposed to shortages in the supply
and rectification of erection services of the materials
which generally are identified during the course of the
execution of the project. These shortages are due to
various aspects like theft, pilferage and other losses.
The Company therefore records the costs, net of any
claims, at the time related revenues are recorded in the
Statement of Profit & Loss.

The Company estimates such costs based on historical
experience and estimates are reviewed on an annual
basis for any material changes in assumptions and
likelihood of occurrence.

Contingent Liabilities

A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more
uncertain future events beyond the control of the
Company or a present obligation that is not recognized
because it is not probable that an outflow of resources
will be required to settle the obligation. A contingent
liability also arises in extremely rare cases where there
is a liability that cannot be recognized because it cannot
be measured reliably. The Company does not recognize
a contingent liability but discloses its existence in
the financial statements. Contingent assets are only
disclosed when it is probable that the economic benefits
will flow to the entity.

J. Foreign Currencies

Transactions and Balances

Monetary assets and liabilities denominated in foreign
currencies are translated at the functional currency
spot rates of exchange at the reporting date.

Exchange differences arising on settlement or
translation of monetary items are recognized in profit
or loss with the exception of the following:

- Exchange differences arising on monetary
items that forms part of a reporting entity''s net
investment in a foreign operation are recognized
in Other Comprehensive Income (OCI) in the
Standalone Financial Statements of the reporting
entity. The foreign operations are accounted in the
Standalone Financial Statements as a non-integral
operation.

- Exchange differences arising on monetary items
that are designated as part of the hedge of the
Company''s net investment of a foreign operation
are recognized in OCI until the net investment is
disposed of, at which time, the cumulative amount
is reclassified to Statement of Profit & Loss.

- Tax charges and credits attributable to exchange
differences on those monetary items are also
recorded in OCI.

Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the
date when the fair value is determined. The gain or loss
arising on translation of non-monetary items measured
at fair value is treated in line with the recognition of the
gain or loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value gain
or loss is recognized in OCI or profit or loss are also
recognized in OCI or profit or loss, respectively).

K. Share Based Payments

The Company operates equity-settled share based
remuneration plans for its employees.

For equity-settled share based payments, a liability is
recognised for the services acquired, measured initially
at the fair value of the liability. All goods and services
received in exchange for the grant of any share based
payment are measured at their fair values on the grant
date. Grant date is the date when the Company and
employees have shared an understanding of terms and
conditions on the arrangement.

Where employees are rewarded using share based
payments, the fair value of employees services is
determined indirectly by reference to the fair value
of the equity instruments granted. This fair value is
appraised at the grant date and excludes the impact
of non-market vesting conditions. All share based
remuneration is ultimately recognised as an expense
in profit or loss. If vesting periods or other vesting
conditions apply, the expense is allocated over the
vesting period, based on the best available estimate of
the number of share options expected to vest.

Upon exercise of share options, the proceeds received,
net of any directly attributable transaction costs, are
allocated to share capital up to the nominal (or par)
value of the shares issued with any excess being
recorded as share premium.

L. Taxes

Current Income Tax

Current income tax assets and liabilities are measured
at the amount expected to be refunded from or paid
to the taxation authorities. The tax rates and the tax
laws used to compute the amount are those that are
enacted or substantively enacted, at the reporting date
in the domicile country. Current income tax relating to
items recognized outside profit or loss is recognized
outside profit or loss (either in other comprehensive
income or in equity). The management periodically
evaluates positions taken in the tax returns with respect
to situations in which applicable tax regulations are
subject to interpretation and makes provisions wherever
appropriate.

Deferred Tax

Deferred tax is provided using the liability method on
temporary differences between the tax bases of assets
and liabilities and their carrying amounts for financial
reporting purposes at the reporting date.

The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset
to be utilised. Unrecognized deferred tax assets are
re-assessed at each reporting date and are recognized
to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be
recovered.

Deferred tax assets and liabilities are measured at
the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled,
based on tax rates and the tax laws that have been
enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized outside profit
or loss is recognized outside profit or loss (either in
other comprehensive income or in equity). Deferred tax
items are recognized in correlation to the underlying
transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset
if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred
taxes relate to the same taxable entity and the same
taxation authority.

M. Inventories

I nventories are valued at the lower of cost and net
realizable value.

Costs incurred in bringing each product to its present
location and condition are accounted for as follows:

> Raw Materials: Cost includes cost of purchase and
other costs incurred in bringing the inventories
to their present location and condition. Cost is
determined on weighted average.

> Work-in-progress: Cost includes cost of direct
materials and labour and a proportion of
manufacturing overheads based on the normal
operating capacity, but excluding borrowing costs.
Cost of direct material is determined on weighted
average. Work-in-Progress on construction
contracts reflects value of material inputs and
expenses incurred on contracts including profits
recognized based on percentage completion
method on estimated profits in evaluated jobs.

> Traded goods: Cost includes cost of purchase and
other costs incurred in bringing the inventories
to their present location and condition. Cost is
determined on weighted average.

> Consumable stores and construction materials are
valued and stated at lower of cost or net realizable
value.

> Finished goods are valued at cost or net realizable
value, whichever is lower. Costs are determined on
weighted average method.

> Scrap are valued at net realizable value.

N. Retirement and Other Employee Benefits

Retirement benefit in the form of provident fund, family
pension fund and employee state insurance contribution
is a defined contribution scheme. The Company has
no obligation, other than the contribution payable to
the provident fund, family pension fund and employee
state insurance contribution. The Company recognizes
contribution payable to the provident fund scheme as
an expense, when an employee renders the related
service. If the contribution payable to the scheme for
service received before the balance sheet date exceeds
the contribution already paid, the deficit payable to the
scheme is recognized as a liability after deducting the
contribution already paid. If the contribution already
paid exceeds the contribution due for services received
before the balance sheet date, then excess is recognized
as an asset to the extent that the pre-payment will lead
to, for example, a reduction in future payment or a cash
refund.

The Company operates a defined benefit gratuity plan
in India, which requires contributions to be made to
a separately administered fund and / or creation of
provision for unfunded portion of defined gratuity.

The cost of providing benefits under the defined benefit
plan is determined using the projected unit credit
method.

Re-measurements, comprising of a ctu a ria l ga ins
and losses, the effect of the asset ceiling, excluding
amounts included in net interest on the net defined
benefit liability and the return on plan assets (excluding
amounts included in net interest on the net defined
benefit liability), are recognized immediately in the
balance sheet with a corresponding debit or credit to
retained earnings through OCI in the period in which
they occur. Re-measurements are not reclassified to
profit or loss in subsequent periods.

Past service costs are recognized in the Statement of
Profit & Loss on the earlier of:

> The date of the plan amendment or curtailment,
and

> The date that the Company recognizes related
restructuring costs

Net interest is calculated by applying the discount rate
to the net defined benefit liability or asset. The Company
recognizes the following changes in the net defined
benefit obligation as an expense in the standalone
Statement of Profit and Loss:

- Service costs comprising current service
costs, past-service costs, gains and losses on
curtailments and non-routine settlements; and

- Net interest expense or income
Termination Benefits

Termination benefits are payable as a result of the
Company''s decision to terminate employment before
the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these
benefits. The Company recognizes these benefits when
it has demonstrably undertaken to terminate current
employees'' employment in accordance with a formal
detailed plan that cannot be withdrawn, or to provide
severance indemnities as a result of an offer made to
encourage voluntary redundancy. Benefits that will not
be paid within 12 months of the balance sheet date are
discounted to their present value.

O. Cash and Cash Equivalents

Cash and cash equivalents include cash in hand,
demand deposits in banks and other short-term highly
liquid investments with original maturities of three
months or less. Bank overdrafts are shown within bank
borrowings in current liabilities on the balance sheet.

P. Trade and Other Receivables

Trade receivables are amounts due from customers
related to goods sold or services rendered in the
ordinary course of business. If the receivables are
expected to be collected in a year or less (or in the
operation cycle if longer), they are classified as current
assets. Otherwise, they are recorded as non-current
assets.

Trade receivables are initially recognized at fair value
and are subsequently measured at amortized cost
using the effective interest rate method, less provision
for impairment. A provision for impairment of trade
receivables is established when there is objective
evidence that the Company will not be able to collect
all amounts due in accordance with the original terms
of the receivables. The existence of significant financial
difficulties on the part of the debtor, the probability
that the debtor will become bankrupt or undertake a
financial restructuring, and late payment or default
are considered to be indicators of the impairment of a
receivable. The amount of the provision is the difference
between the asset''s carrying amount and the present
value of estimated future cash flows, discounted at the
effective interest rate. The asset''s carrying amount is
written down as the provision is applied and the loss
is recognized in the Statement of Profit and Loss.
When a receivable is uncollectable, the provision for
receivables is made in Statement of Profit & Loss.
Subsequent recoveries of receivables written off are
recognized in the Statement of Profit & Loss for the
year in which the recovery takes place.

Q. Cash Flow Statement

Cash flows are reported using the indirect method,
whereby the profit for the period is adjusted for the
effects of the transactions of a non-cash nature, any
deferrals or past and future operating cash flows,
and items of incomes and expenses associated with
investing and financing cash flows. The cash flows from
operating and investing activities of the Company are
segregated.

R. Operating Cycle

Assets and liabilities relating to long term projects/
contracts are classified as current/non-current based
on the individual life cycle of the respective contract /
project as the operating cycle. In case of pure supply
contracts and other businesses, the operating cycle is
considered as twelve months.

S. Borrowing Costs

Borrowing costs attributable to the acquisition,
construction or production of qualifying assets, which
are assets that necessarily take a substantial period of
time to get ready for its intended use are added to the
cost of those assets.

Interest income earned on temporary investment of
specific borrowing pending their deployment is deducted
from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in the
Statement of Profit and Loss in the period in which they
are incurred.

T. Investment in Subsidiary / Associate

Investment in subsidiary / associate is carried at cost in
the Separate Financial Statements. Investment carried
at cost is tested for impairment as per IND AS 36.

U. Onerous Contracts

I f the Company has a contract that is onerous, the
present obligation under the contract is recognised and
measured as a provision. However, before a separate
provision for an onerous contract is established, the
Company recognises any impairment loss that has
occurred on assets dedicated to that contract. An onerous
contract is a contract under which the unavoidable costs
(i.e., the costs that the Company cannot avoid because
it has the contract) of meeting the obligations under
the contract exceed the economic benefits expected
to be received under it. The unavoidable costs under
a contract reflect the least net cost of exiting from the
contract, which is the lower of the cost of fulfilling it

and any compensation or penalties arising from failure
to fulfil it. The cost of fulfilling a contract comprises
the costs that relate directly to the contract (i.e., both
incremental costs and an allocation of costs directly
related to contract activities)."

V. Earnings Per Share

Basic earnings per share is calculated by dividing the
profit attributable to owners of the Company by the
weighted average number of equity shares outstanding

during the financial year, adjusted for bonus elements
in equity shares issued during the year and excluding
treasury shares.

Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account the after income tax effect of interest and
other financing costs associated with dilutive potential
equity shares and the weighted number of additional
equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity
shares.

a) During the year 2017-18, following were issued for consideration other than cash:

i) Pursuant to the Scheme of Arrangement and in accordance with the directions of the NCLT the Company
has issued 7,25,000 Equity shares of '' 10 each to Gammon India Limited (GIL).

ii) The Company has allotted 2,75,000 OFCD''s to Gammon India Limited as per the share holders agreement
entered into between the Company and Gammon India Limited. Gammon India Limited had informed

the Company that it wished to exercise their rights to convert the aforesaid OFCD''s in equity shares.
Accordingly the Company issued & allotted 2,75,000 equity shares to Gammon India Limited.

b) Pursuant to the conversion of the Optionally Convertible Debentures on October 30, 2017, 30,00,000 equity shares
have been issued to M/s Ajanma Holdings Private Limited and M/s Gammon India Limited and an amount of

'' 48.80 Crores has been credited to Securities Premium account.

c) During the year 2020-21 the Company has issued 33,69,480 equity shares of face value of '' 10/- each on right basis
(''Rights Equity Shares'') to the eligible equity shareholders at an issue price of '' 80 per Rights Equity Share (including
premium of '' 70 per Rights Equity Share). In accordance with the terms of issue, '' 20 i.e. 25% of the issue price per
Rights Equity Share (including a premium of ''17.50 per share), was received on application, '' 20 i.e. 25% of the Issue
Price per Rights Equity Share (including a premium of ''17.50 per share), was received on allotment. The Board had
made first and final call of '' 40 per Rights Equity Share (including a premium of '' 35 per share) on shareholders
which has been received.

d) During the year 2021-22, the Company issued 1,51,38,960 equity shares of face value of ''10 each at the premium
of ''10 each on right basis (''Rights Equity Shares'').

e) During the year 2022-23, the Company issued 90,000 equity shares of face value of ''10 each at the premium of
'' 86.33 each on exercise of ESOP. (Refer Note No 49)

f) During the year 2023-24, the Company issued 19,94,302 (post split 99,71,510 shares) equity shares of face value of
''10 each at the premium of '' 692 each by way of a Preferential Issue on a Private Placement basis.

g) Pursuant to the recommendation and resolution passed at the meeting of the Board of Directors, the Shareholders
in their meeting held on dated February 12, 2024 has approved the split of 1 equity share of the face value of '' 1 0/-
each into 5 equity share of the face value of '' 2/- each.

h) During the year 2023-24 the Company has filled Draft Red Herring Prospectus (DRHP) dated March 08, 2024 for
raising fund of ''450 Crores by fresh equity through Initial Public Offer (IPO).

i) During the year 2024-25, the Company issued 10,33,057 equity shares of face value of '' 2 each at a premium of
'' 482 each by way of a Preferential Issue on Private Placement basis.

j) During the year 2024-25, the Company has completed its Initial Public Offer (IPO) of 19,419,258 equity shares of
face value '' 2 each at an issue price '' 432 (including a share premium of '' 430 per share). The issue comprised
of a fresh issue of 9,259,258 equity shares aggregating to '' 400 Crores and an offer for sale of 10,160,000 equity
shares by selling shareholder aggregating to '' 438.91 Crores, totalling to '' 838.91 Crores. Pursuant to the
IPO, the equity shares of the Company were listed on National Stock Exchange of India limited (NSE) and BSE
Limited (BSE) on December 27, 2024.

k) Utilisation of IPO proceeds including pre-IPO proceeds (net off IPO expense) as per the prospectus are as
follows

Capital Reserve

As per the order of the Nationat Company Law Tribunat dated March 30, 2017, the issued, paid-up and subscribed share
capitat of the Company of '' 31.00 Crores comprising of 31,000,000 equity shares of '' 10 each has been reduced to '' 0.20
Crores comprising of 200,000 equity shares of '' 10 each/- upon the Scheme of Arrangement becoming effective. The Scheme
of Arrangement is effective from January 1, 2016, the appointed date stated in the scheme, in term of the provision of Section
232(6) of the Companies Act, 2013. As provided in the scheme, the reduced amount of '' 30.80 Crores, has been utitized for
adjusting the debit batance in the profit and toss account of the Company and excess, if any shatt be credited to the capitat
reserve account of the Company. Accordingty issued, subscribed and paid up Share capitat stands reduced to '' 0.20 Crores
and an amount of '' 11.67 Crores has been credited to the opening surptus account and the batance amount of '' 19.13 Crores
has been credited to Capitat Reserve account.

(a) The Company entered into a Business Transfer Agreement (BTA) with Gammon India Limited (GIL) pursuant to which
tong term borrowings amounting to '' 200.13 Crores and short term borrowings of '' 29.99 Crores of GIL were transferred
to the Company. Further pursuant to the Scheme of Arrangement and order of NCLT dated March 30, 201 7, tong term
borrowing amounting to '' 93.35 Crores and short term borrowings amounting to '' 181.75 Crores were transferred to
the Company upon execution of novation agreement with tenders effective from January 1, 2016. The carve out of the
borrowing pursuant to the BTA has been substantially completed except few tenders. Carve out of Non Convertible
Debentures, though agreed upon by GIL and the Company, is yet to be approved and executed by the debenture holders.
The security for the borrowings assumed under the Scheme of Arrangement has been created.

(b) Emergency Credit Line Guarantee Scheme (ECLGS) & ECLGS 2.0 Extension

i) Pari passu 1st charge on assets created of the credit facilities being extended

ii) Pari passu 2nd charge with the existing credit facilities in terms of cash flows (including repayments) and security.

iii) ECLGS loans carry an interest rate ranging from 7.95 % to 9.25%.

(c) Axis Finance Limited - Capex Loan

Exclusive charge on the machinery and equipment''s so financed with minimum FACR of 1.25 times, loan carries an
interest rate of Capex Loan 1 ( AFL Reference Rate less spread of 4.90%) and Capex Loan 2 ( AFL reference rate less
spread of 5.45%).

(d) Indian Bank Capex Loan

Exclusive charge on the machinery and equipment''s so financed up to 1.25 times , loan carries an interest rate of (Indian
Bank 1 year MCLR plus spread of 1%)

(e) Mahindra & Mahindra Financial Services Limited Working Capital Term Loan

a. First pari-passu charge along with existing term tenders on entire fixed assets of the Company (both movable
and immovabte & both present and future) owned by the Company

B) The disclosures required under Ind AS 19 “Employee Benefits" are given below:

(i) Defined Benefit Plan

a The Company has an obligation to provide to the eligible employees defined benefit plans such as gratuity.
The gratuity plan provides for a lump-sum payment to vested employees at retirement, death, while in
employment or on termination of employment of an amount equivalent to 15 days of salary payable for each
completed year of service or part thereof. Vesting occurs upon completion of 5 consecutive years of service.
The measurement date used for determining retirement benefit for gratuity is March 31.

The present value of obligation is determined based on actuarial valuation using the projected unit credit
method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement
and measures each unit separately to build up the final obligation.

The Company has defined benefit plans for gratuity which is funded through Life Insurance Corporation of
India (LIC) group gratuity scheme.

b These plans typically expose the Company to the actuarial risks, investment risks, interest rate risk, liquidity
risk and salary risk

Actuarial Risk

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons.

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result
into an increase in obligation at a rate that is higher than expected.

Variability in Mortality Rates: If actual mortality rates are higher than assumed mortality rate assumption
than the gratuity benefits will be paid earlier than expected. Since there is no condition of vesting on the death
benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of
the assumed salary growth and discount rate.

Variability in Withdrawal Rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption
than the gratuity benefits will be paid earlier than expected. The impact of this will depend on whether the
benefits are vested as at the resignation date.

Investment Risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer
may not be the fair value of instruments backing the liability In such cases, the present value of the assets is
independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded
status if there are significant changes in the discount rate during the inter-valuation period.

Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy accumulate significant level of
benefits. If some of such employees resign/retire from the Company there can be strain on the cash flows.

Market risk

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial
markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects
the time value of money. An increase in discount rate leads to decrease in defined benefit obligation of the
plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and
hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

44 FAIR VALUE HIERARCHY

This section explains the judgments and estimates made in determining the fair value of the financial instruments that
are (i) recognised and measured at fair value and (ii) measured at amortized cost for which fair value are disclosed.

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

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

1 Recognised and measured at fair value

The Company has not recognised any of the outstanding financial instrument as on March 31, 2025 and March 31,
2024 at fair value except as disclosed in the below in Note (2)(ii).

2 Measure at amortized cost for which fair value is disclosed.

The Company has determined fair value of all its financial instruments measured at amortized cost.

The following methods and assumptions were used to estimate the fair values:

i) Long-term fixed-rate of borrowings are evaluated by the Company based on parameters such as interest rates.

ii) The following table presents the fair value measurement hierarchy of financial assets and liabilities measured
at fair value

45 CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity capital, and all other reserves
attributable to the equity share holders of the Company. The primary objective of the Company''s capital management is
to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the lenders terms and conditions. To maintain or adjust the capital structure, the Company may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital
using a gearing ratio, which is net debt divided by total capital plus net debt.

47 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

a) Financial Risk Management Objectives

1 The Company''s principal financial liabilities comprises of loans and borrowings, and trade and other payables.
The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal
financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from
its operations.

2 The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees
the management of these risks. The Company''s senior management is supported by an appropriate financial risk
governance framework for the Company which provides assurance to the Company''s senior management that the
Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are
identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company''s
policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews
and lays down policies for managing each of these risks, which are summarised below.

3 Derivative Financial Instruments

The Company holds derivative financial instruments such as foreign currency forward contracts and commodity
future contracts to mitigate the risk of changes in exchange rates on foreign currency exposures and changes in
price of commodities. The counter party for these contracts is generally a multinational bank, financial institution or
exchange. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities
in active markets or inputs that are directly or indirectly observable in the marketplace. Mark to Market gain or loss
on derivative instruments is part of other current financial assets or liabilities.

b) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk namely interest rate risk, currency risk and
commodity risk. Financial instruments affected by market risk include receivables, payables, net investment in
foreign operations, loans and borrowings and deposits.

The sensitivity analysis in the following sections on the financial assets and financial liabilities relate to the position
as at March 31, 2025 and March 31, 2024.

The following assumptions have been made in calculating the sensitivity analysis:

• The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating
interest rates of the debt as at March 31, 2025 and March 31, 2024.

• The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other
post-retirement obligations; provisions; and the non-financial assets and liabilities.

• The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market
risks.

c) Interest Rate Risk

I nterest 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 and short term debt obligations with floating interest rates.

Presently the borrowings of the Company are subject to a floating interest regime at MCLR specified in the respective
financing agreements, which is subject to variation in rate of interest in the market. Considering the present market
scenario the Company''s policy is to maximise the borrowings at MCLR based variable interest rate.

Interest Rate Sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans
and borrowings affected. With all other variables held constant, the Company''s profit before tax is affected through the
impact on floating rate borrowings, as follows:

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable
market environment.

d) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily
to the Company''s operating activities (when revenue or expense and monetary assets & liabilities is denominated in a
foreign currency) .

Foreign currency exposure unhedged as at March 31,2025 is '' 1,711.73 Crores (PY '' 1,128.04 Crores) for trade and Other
receivables and '' 718.45 Crores (PY '' 518.60 Crores) for trade and other payables.

f) Commodity Price Risk

The Company is affected by the price volatility of the major commodities. The Company''s operating activities require the
ongoing purchase and manufacture of tower, conductors and poles and therefore require a continuous supply of steel,
aluminium and zinc. It may be observed that all the three metals have significant volatility in the prices during the year.
However in case of steel which is the major item, there is no marketplace to manage the price risk. The Company holds
derivative financial instruments such as commodity future contract to mitigate the risk of changes in aluminium prices.

Further substantial part of our revenues during the year were covered by escalation clauses which addresses the price
volatility to a large extent.

Due to the significantly increased volatility of the price of the steel, aluminium and zinc, during the year the Company
entered into various purchase contracts for steel, aluminium and zinc at specific rates to manage the risk of the costs.
The prices in these purchase contracts are linked to market rates.

The Company''s Board of Directors has developed and enacted a risk management strategy regarding commodity price
risk and its mitigation.

g) Credit Risk

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

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and
control relating to customer credit risk management. Credit quality of a customer is assessed based on the ability of

the customer to honour his commitments. The credit quality is also assessed on factors like state/central sponsored
undertaking, financial strength of the customer, assurance of payments like LC or Guarantees etc. Outstanding customer
receivables are regularly monitored and any shipments to major customers are generally covered by letters of credit
or other forms of credit insurance. Retention is considered as part of receivable which is payable on completion of the
project and achieving the completion milestones. In certain contracts the retention would be realised on submission of
a bank guarantee, which is submitted as per the terms of the contract with customer.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large
number of minor receivables are consolidated into an homogenous class and assessed for impairment collectively.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed
in Note 47. The Company does not hold collateral as security. The Company evaluates the concentration of risk with
respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in
largely independent markets.

I n addition, the Company is exposed to credit risk in relation to financial guarantees given by the Company on behalf
of joint operation (net of group share).These financial guarantees have been issued to the banks on behalf of the joint
operations. Based on the expectations at the end of reporting period, Company considers the likelihood of the any claim
under such guarantee is remote.

h) Financial Instruments and Cash Deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department 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. Counterparty credit limits are reviewed by the Company''s Board of
Directors on an annual basis, and updated throughout the year. The limits are set to minimise the concentration of risks
and therefore mitigate financial loss through counterparty''s potential failure to make payments.

i) Liquidity Risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool. The Company''s objective is to maintain
a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans, debentures and
other instruments. As at March 31, 2025 no term loan has matured based on the repayment schedule specified in the
financing agreements with the lenders.

The disclosed financial instruments in the above table are the gross undiscounted cash flows. However, those amounts
may be settled gross or net.

j) Excessive Risk Concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the
same geographical region, or have economic features that would cause their ability to meet contractual obligations to
be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity
of the Company''s performance to developments affecting a particular industry.

I n order to avoid excessive concentrations of risk, the Company''s policies and procedures include specific guidelines
to focus on the maintenance of a diversified portfolio which includes assessing of geopolitical factors, country risk
assessment and other factors to have diverse customer relationships. Identified concentrations of credit risks are
controlled and managed accordingly.

k) Collateral

As mentioned in Note no 18 and 25 the assets of the Company are hypothecated/charged to the lenders for the borrowings
and the non-fund based facilities provided by them. There are no collaterals provided by the shareholders or any other
person.

53 The Ministry of Corporate Affairs (MCA) by the Companies (Accounts) Amendment Rules 2021 has prescribed a new
requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted 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.

As required under above rules, the Company has used accounting software for maintaining its books of account which
have feature for recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software at application level. At database levels audit trail facility was enabled on July 3,
2024. Further the Company branches is using Tally Prime application as accounting software for maintaining its books
of account which has a feature of recording audit trail (edit log) facility and the same has been operated since June 08,
2024 for all transactions recorded and the audit trail feature has not been tampered with. The tally data is in an encrypted
form and therefore direct access of the data does not provide any meaningful methodology to edit the data.

The audit trail has been retained, as per the statutory requirements for record retention except that the audit trail for
database level changes is retained only from July 3, 2024 and for the Company''s Branches from June 8, 2024.

54 The information about transaction with struck off Companies (defined under section 248 of the Companies Act, 2013 or
section 560 of Companies Act, 1956) has been determined to the extent such parties have been identified on the basis
of the information available with the Company and the same is relied upon by the auditors.

55 The Company does not have any benami property where any proceeding has been initiated or pending against the
Company for holding any benami property.

56 The Company has not traded or invested in crypto currency or virtual currency during the financial period.

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

58 The Company does not have any investments through more than two layer of investment companies as per section 2(87)
(d) and section 186 of Companies Act, 2013.

59 The Company has not revalued any of its Property Plant and Equipment (including Right-of-Use Assets) during the
period.

60 The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act,
2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India.

61 The figures for the previous year have been regrouped and restated to make them comparable with the figures of the
current period.

62 The balance sheet, Statement of Profit and Loss, cash flow statement, statement of changes in equity statement of
material accounting policy information and the other notes forms an integral part of the financial statements of the
Company for the period ended March 31, 2025.

63 The Company has declared dividend of '' 1.50 per equity share of the face value of '' 2 each for the financial year ended
March 31, 2024 and it has been approved by the shareholders in the annual general meeting held on July 01, 2024.

64 The Board of directors, at their meeting held on May 23, 2025 has recommended a dividend of '' 0.80 per equity share of
face value '' 2 each aggregating to '' 10.74 Crores for the year ended March 31, 2025, subject to approval in the ensuing
annual general meeting and not recognised as liability as at reporting date.

As per our Report of even date attached.

For Nayan Parikh & Co. For and on behalf of the Board of Directors

Chartered Accountants

FRN. 107023W

Aparna Gandhi D C Bagde Randeep Narang

Partner Executive Chairman Managing Director & CEO

M.No.049687 DIN - 00122564 DIN - 07269818

Deepak Khandelwal Gandhali Upadhye

Chief Financial Officer Company Secretary & Compliance Officer

Mumbai, May 23, 2025