(i) The Company is primarily engaged in manufacturing and selling of Automotive Gears and Components. Credit period varies from customer to customer. Average credit period is 30 - 90 days in respect of export customers and

30 - 60 days from the date of receipt of goods in respect of domestic customers. No interest has been recovered on trade receivables for payments received after due date.

(ii) As at 31 March, 2024, the Company had 7 customers (As at 31 March, 2023: 7 customers) that owed the Company more than ' 500 lakhs each and accounted for approximately 51.17% of all the receivables outstanding (As at

31 March, 2023: 58.78%).

(iii) The Company maintains an allowance for impairment of receivables accounts based on ageing of customer receivables, overdues and historical experience of collections from customer(s).

(i) The Company has only one class of Equity shares having a face value of ' 10/- each. Every member shall be entitled to be present, and to speak and vote and upon a poll the voting right of every member present in person or by proxy shall be in proportion to his share of the paid-up equity share capital of the Company. The Company in General Meeting may declare dividends to be paid to members according to their respective rights. While no dividends shall exceed the amount recommended by the Board, the Company in General Meeting may declare a smaller dividend.

(ii) In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.

(iii) The Board of Directors at their meeting held on 24 August, 2022 recommended bonus share issue in the ratio of 1:2 i.e. one equity bonus share for two fully paid-up equity shares. This was subsequently approved by the Shareholders at their meeting held on 20 September, 2022. Basis the approval given by its shareholders, the Company had allotted 51,18,353 equity shares of Rs.10 each as fully paid bonus equity shares to the eligible shareholders on 03 October, 2022 by way of capitalization of reserves. Pursuant to this allotment, the capital redemption reserve stands reduced by ' 511.84 lakhs.

(iv) Details of shares held by each shareholder holding more than 5% shares:

(i) Description of nature and purpose of reserve

(a) Capital redemption reserve:

Capital redemption reserve was created pursuant to the redemption of preference shares issued in earlier years.

The capital redemption reserve may be applied by the Company, in paying up unissued shares of the Company to be issued to shareholders of the Company as fully paid bonus shares.

(b) Securities premium:

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to “Securities premium". The Company may issue fully paid-up bonus shares to its members out of balance lying in securities premium and the Company can also use this reserve for buyback of shares. Further, the balance in securities premium can be used for writing off the preliminary expenses, expenses incurred in relation to any issue of shares or debentures of the Company and in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company.

(c) General reserve:

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss. The Company can use this reserve for payment of dividend and issue of fully paid-up shares.

(ii) The disaggregation of changes in each type of reserve, retained earnings and other comprehensive income are disclosed in Statement of Changes in Equity.

(i) Term loans from banks:

A. Rupee loan from State Bank of India:

' 223.98 lakhs (As at 31 March, 2023: ' 316.66 lakhs): Emergency credit line guarantee scheme (ECLGS 2.0) - Secured by second pari passu charge created on fixed assets of the Company located at Mumbra plant, Faridabad plant and Satara plant (ranking pari passu with charges created in respect of loans referred in Footnote (i)(B) and Note 22(a)), which shall rank second subject and subservient to charges created in respect of loans referred to in Footnote (ii), and by second pari passu charge over the current assets of the Company (ranking pari passu with charges created in respect of loans referred in Footnote (i)(B) and (ii)), which shall rank second subject and subservient to charges created in favour of borrowings referred to in Footnote of Note 22(a). Repayable in monthly installments commencing from 31 October, 2022 and carries an interest rate of 9.25% p.a.

B. Rupee loan from IDBI Bank Limited:

' 84.50 lakhs (As at 31 March, 2023: ' 123.50 lakhs): ECLGS 2.0 - Secured by second pari passu charge created on fixed assets of the Company located at Mumbra plant, Faridabad plant and Satara plant (ranking pari passu with charges created in respect of loans referred in Footnote (i)(A) and Note 22(a)), which shall rank second subject and subservient to charges created in respect of loans referred to in Footnote (ii), and by second pari passu charge over the current assets of the Company (ranking pari passu with charges created in respect of loans referred in Footnote (i)(A) and (ii)), which shall rank second subject and subservient to charges created in favour of borrowings referred to in Footnote of Note 22(a). Repayable in monthly installments commencing from 30 June, 2022 and carries an interest rate of 8.80% p.a.

(ii) Term loans from others:

A. Rupee loan from Aditya Birla Finance Limited:

' 3138.40 lakhs (As at 31 March, 2023: ' 3708.60 lakhs): Secured by first pari passu charge over movable and immovable fixed assets of the Company located at Mumbra plant, Faridabad plant and Satara plant (ranking pari passu with charge created in respect of loan referred to in Footnote (ii)(B)), and by second pari passu charge over current assets of the Company (ranking pari passu with charges created in respect of loan referred to in Footnote (i) and (ii)(B)), which shall rank second subject and subservient to charges created in favour of borrowings referred to in Footnote of Note 22(a). Repayable in monthly installments commencing from 01 April, 2022 and carries an interest rate of 12.90% p.a.

For details of Debt Service Reserve Account (DSRA) refer Footnote (ii) to Note 12(B).

B. Rupee loan from Tata Capital Limited (erstwhile Tata Capital Financial Services Limited):

' 3224.01 lakhs (As at 31 March, 2023: ' 3727.69 lakhs): Secured by first pari passu charge over movable and immovable fixed assets of the Company located at Mumbra plant, Faridabad plant and Satara plant (ranking pari passu with charge created in respect of loan referred to in Footnote (ii)(A)), and by second pari passu charge over current assets of the Company (ranking pari passu with charges created in respect of loan referred to in Footnote (i) and (ii)(A)), which shall rank second subject and subservient to charges created in favour of borrowings referred to in Footnote of Note 22(a). Repayable in monthly installments commencing from 10 June, 2022 and carries an interest rate of 12.50% p.a.

For details of Debt Service Reserve Account (DSRA) refer Footnote to Note 6.

(iii) ECLGS 2.0 rupee loan(s) referred in footnote (i) above, are also guaranteed by National Credit Guarantee Trustee Company as per guidelines issued by Ministry of Finance for ECLGS 2.0 scheme.

Loans repayable on demand from banks are secured by hypothecation of stocks of raw materials, stock in process, semi finished and finished goods, loose tools, general stores and book debts and all other moveables, both present and future, and by joint mortgage created for all immoveable properties of the Company located at Mumbra, Faridabad and Satara plants together with all buildings, plant and machinery thereon which shall rank second subject and subservient to charges created in favour of loans referred to in Footnote (ii) of Note 17 and shall rank pari passu with loans referred to in Footnote (i) of Note 17.

The information disclosed above in respect of principal and/or interest due to Micro and Small Enterprises has been determined on the basis of information available with the Company and confirmations/informations received from the suppliers for registration under the Micro, Small and Medium Enterprises Development Act, 2006. This has been relied upon by the auditors.

E. The maturity analysis of lease liabilities is disclosed in Note 40.

F. General description of the agreements:

(i) The agreements pertain to Land, Buildings, Plant and equipment, Office equipment & Vehicles.

(ii) The lease term ranges from three to ninety-nine years.

(iii) The agreements does not provide for transfer of assets to the Company on expiry of lease term, except in case of Office equipment & plant and equipment.

(iv) There are no restrictions such as those concerning dividends, additional debt and further leasing imposed by the lease agreements entered into by the Company.

(v) Some of the agreements contain renewal clause and provide for escalation of rent on renewal. Some of the agreements provide for escalation of rent during the tenure of the agreement.

(B) Defined Benefit Plans

A general description of the Employee Benefit Plans:

(i) Gratuity (Funded)

The Company operates a defined benefit final salary gratuity plan which covers qualifying employees. The benefit payable is the amount calculated as per the Payment of Gratuity Act, 1972 or maximum gratuity payable under the said Act, whichever is lower. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The gratuity benefits payable to the employees are based on the employee's service and last drawn salary at the time of leaving. The employees do not contribute towards this plan and the full cost of providing these benefits are met by the Company.

The Company has set up an income tax approved irrevocable trust fund to finance the plan liability. The trustees of the trust fund are responsible for the overall governance of the plan. The plan is funded under Group Gratuity Scheme which is administered by Life Insurance Corporation of India (LIC). The Company makes annual contribution to the plan. There are no minimum funding requirements. The trustees of the gratuity fund have a fiduciary responsibility to act according to the provisions of the trust deed and rules. Since the fund is income tax approved, the Company and the trustees have to ensure that they are at all times fully compliant with the relevant provisions of the Income Tax Act and Rules.

The plan is of a final salary defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, there is a risk for the Company that any adverse salary growth or demographic experience or inadequate returns on underlying plan assets can result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

(ii) Terminal Ex-gratia (Unfunded)

The Company has an obligation towards Terminal Ex-gratia, an unfunded defined benefit retirement plan covering eligible employees. The plan provides for lump sum payment which varies depending upon the number of completed years of service to vested employees on completion of employment. Vesting occurs upon the completion of 15 years of service. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

(h) Sensitivity analysis:

Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions. The key actuarial assumptions to which the benefit obligation results are particularly sensitive to discount rate and future salary escalation rate. The following table summarizes the impact in percentage terms on the reported defined benefit obligation at the end of the reporting period arising on account of an increase or decrease in the reported assumption by 50 basis points.

These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analysis.

(i) Funding arrangements & policy:

The money contributed by the Company to the fund to finance the liabilities of the plan has to be invested. The trustees of the plan have outsourced the investment management of the fund to an insurance company. The insurance company in turn manages these funds as per the mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulations. Due to the restrictions in the type of investments that can be held by the fund, it is not possible to explicitly follow an asset-liability matching strategy to manage risk actively.

There is no compulsion on the part of the Company to fully pre fund the liability of the Plan. The Company's philosophy is to fund the benefits based on its own liquidity and tax position as well as level of under funding of the plan.

The expected contribution payable to the plan next year is ' 360.38 lakhs.

(a) The Company is primarily engaged in the Automotive Gears business and all other activities revolving around the same. Information reported to and evaluated regularly by the Chief Operational Decision Maker (CODM) i.e. Chairman and Managing Director for the purpose of resource allocation and assessing performance focuses on the business as a whole. Accordingly, there is no other separate reportable segment as defined by Ind AS 108 "Operating Segments".

No other customer individually contributed 10% or more to the Company's revenue from contracts with customers for the current year ended 31 March, 2024 and previous year ended 31 March, 2023.

Note 40 : Financial instruments

I. Capital management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to shareholders through the optimisation of the debt and equity.

The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financials covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payments to shareholders, return capital to shareholders or issue new shares. The capital structure is monitored on the basis of net debt to equity and maturity profile of the overall debt portfolio of the Company.

In order to achieve the overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements.

No changes were made in the objectives, policies and processes for managing capital during the year(s) ended 31 March, 2024 and 31 March, 2023.

II. Financial Risk Management Framework

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors.

(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 from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

(i) Trade receivables

Customer credit risk is managed by the Company 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 payment performance over the period of time and wherever required a detailed financial analysis. Outstanding customer receivables are regularly monitored. As at 31 March, 2024, the Company had 7 customers (As at 31 March, 2023: 7 customers) that owed the Company more than ' 500 lakhs each and accounted for approximately 51.17% of all the receivables outstanding (As at 31 March, 2023: 58.78%).

An impairment analysis is performed at each reporting date. The Company does not hold collateral as security.

(ii) Financial instruments and cash deposits

Investment in mutual funds is carried at FVTPL. Carrying value of investment as at 31 March, 2024 is ' 120.05 lakhs (As at 31 March, 2023: ' 111.43 lakhs). The carrying value represents the Company's maximum exposure to credit risk for investment in mutual funds.

Credit risk from balances with banks and financial institutions is managed by the Company in accordance with the Company's policy. The credit risk is limited because counter parties are banks/institutions with high credit ratings.

(i) Liquidity risk management

The Company manages liquidity risk by maintaining adequate reserves, banking facilities/borrowings and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

(ii) Maturities of financial liabilities

The following table detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amount disclosed in the table have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table include both interest and principal cash flows.

Interest rate sensitivity:

The sensitivity analysis below have been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating variable rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used for the purpose of sensitivity analysis.

If interest rates had been 100 basis points higher/lower and all other variables held constant, the Company's loss for the year ended 31 March, 2024 would decrease/increase by ' 102.05 lakhs (profit for the year ended 31 March, 2023: decrease/increase by ' 107.15 lakhs). This is mainly attributable to the Company's exposure to interest rate on its variable rate borrowings.

The amounts included above for variable interest rate instruments for both non-derivative financial liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company's exposure to currency risk relates primarily to the Company's operating activities and borrowings when transactions are denominated in a different currency from the Company's functional currency.

The Company manages its foreign currency risk by effective monitoring movement in foreign currency rates and seeks to minimize the effect of currency risk by using non derivative financing instrument to hedge risk exposures.

Foreign currency sensitivity

The following table demonstrates the sensitivity in the USD, Euro and other currencies to the functional currency of the Company, with all other variables held constant. The impact on the Company's profit before tax is due to changes in the fair value of the monetary assets and liabilities including currency derivatives.

(ii) Interest rate risk

Refer comment given above in maturities of financial liabilities under liquidity risk.

(iii) Raw material price risk

The Company does not have significant risk in raw material price variations. In case of any variation in price, the same is passed on to customers through appropriate adjustment to selling prices.

A. Fair value measurement:

All the financial assets (other than investments) and financial liabilities of the Company are carried at amortised cost. Investments are carried at fair value through profit or loss.

The management assessed that the fair value of financial instruments such as trade receivables, cash and cash equivalents, other bank balances, other financial assets (except security deposits and loans and advances to employees), trade payables and other current financial liabilities (except current maturities of long term debts) approximate their carrying value largely due to the short-term maturities of these instruments.

(ii) Nature of CSR activities include promoting education, including special education, distribution of food and food grains, contribution towards art and craft awareness programme, health and rural development, promotion of gender equality, empowering women and environmental sustainability.

(iii) In accordance with rule 7(3) of the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, amount spent in excess of requirement provided under sub-section (5) of section 135 of the Companies Act, 2013, may be set off against the amount required to be spent in immediately succeeding three financial years. Accordingly, this surplus amount spent is eligible for set off.

Note 43 : Acquisition of land by Government authorities

Particulars

Thane Municipal Corporation (TMC) has acquired certain portion of Company's land at Mumbra plant for proposed road widening project(s). The exact area of such acquisition shall be determined after actual survey of land; which is still pending. The said acquisition does not impact the operations of the Company adversely. Meanwhile, the Company has taken up the matter with TMC for suitable compensation in lieu of such acquisition. The impacted land has been classified as non-current asset held for sale.

(i) The name mentioned in the records of the Government (i.e. 7/12 extract in respect of certain part of Company's Land at Mumbra, on account of certain mutation entries) do not match with the indenture of the conveyance available with the Company. The Company has initiated necessary legal action which is pending at the Bombay High Court.

(ii) The name mentioned in the records of the Government (i.e. 7/12 extract in respect of certain part of Company's Land at Lonand, on account of certain mutation entries) do not match with the indenture of the conveyances available with the Company. The Company has initiated necessary action with concerned Government authority.

(i) The Company does not have any Benami property. No proceedings have been initiated or pending against the Company for holding any Benami property.

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

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

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

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

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

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

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

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

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

(vii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013, read with Companies (restriction on number of layers) Rules, 2017.

Note 48 : Audit Trail

Particulars

The Company uses accounting software for maintenance of its books of account for which audit trail (edit log) facility has been enabled at the application level and was operating throughout the year. With further clarification available for implementation, the audit trail was also enabled for the relevant master data during the quarter ended March 2024, and at database level subsequent to the balance sheet date. The IT environment of the Company is appropriately governed, and the database of the software is under the control of the Company and only designated personnel from the Company have the access to the underlying database after obtaining requisite approval, governed by well-defined standard operating procedures of the Company.

Note 49 : Previous year's figures

Particulars

Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.