h. Provisions and contingent liabilities
General

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. The expense relating to a provision is
presented in the statement of profit and loss.

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

Contingent liabilities

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 recognised 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 recognised because it
cannot be measured reliably. The Company does
not recognise a contingent liability but discloses its
existence in the standalone financial statements.

i. Retirement and other employee benefits

Retirement benefits in the form of contribution
to Statutory Provident Fund, Pension fund,
Superannuation fund and National Pension
Scheme are defined contribution schemes.
The Company has no obligation, other than the
contribution payable to the respective funds. The
Company recognises contribution payable to
these schemes 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 recognised 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 recognised 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 three defined benefit
plans for its employees, viz., gratuity, provident
fund contribution to Dalmia Cement Provident
Fund Trust and post-retirement medical benefits.
The costs of providing benefits under these plans
are determined on the basis of actuarial valuation
at each year-end. Separate actuarial valuation is
carried out for each plan using the projected unit
credit method. Re-measurements, comprising of
re-measurement gains 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 recognised 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
statement of profit or loss in subsequent periods.

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset. The
Company recognises the following changes in the
net defined benefit obligation as an expense in the
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

Current service cost is recognised within employee
benefits expenses. Net interest expense or income
is recognised within finance costs.

Accumulated leave, which is expected to be
utilised within the next 12 months, is treated
as short-term employee benefit. The Company
measures the expected cost of such absences
as the additional amount that it expects to pay
as a result of the unused entitlement that has
accumulated at the reporting date. The Company
treats accumulated leave expected to be carried
forward beyond twelve months, as long-term
employee benefit for measurement purposes.
Such long-term compensated absences are
provided for based on the actuarial valuation using
the projected unit credit method at the year-end.
Re-measurement gains/ losses are immediately
taken to the statement of profit and loss and are
not deferred.

j. Financial Instruments

A financial instrument is any contract that gives
rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition,
as subsequently measured at amortised cost, fair
value through other comprehensive income (OCI),
and fair value through profit or loss.

The classification of financial assets at initial
recognition depends on the financial asset’s

contractual cash flow characteristics and the
Company’s business model for managing them.
The Company initially measures a financial asset
at fair value plus, in the case of financial assets
not recorded at fair value through profit or loss,
transaction costs that are attributable to the
acquisition of the financial asset. Purchases or
sales of financial assets that require delivery of
assets within a time frame established by regulation
or convention in the market place (regular way
trades) are recognised on the trade date, i.e., the
date that the Company commits to purchase or
sell the asset.

Subsequent measurement

For purposes of subsequent measurement,
financial assets are classified in below mentioned
categories:

- Financial assets at amortised cost (debt
instruments)

- Financial assets designated at fair value
through OCI with no recycling of cumulative
gains and losses upon derecognition (equity
instruments)

- Financial assets at fair value through profit or
loss (FVTPL)

Financial assets at amortised cost (debt
instruments)

A ‘financial asset’ is measured at the amortised
cost if both the following conditions are met:

a) The asset is held within a business model
whose objective is to hold assets for collecting
contractual cash flows, and

b) Contractual terms of the asset give rise on
specified dates to cash flows that are solely
payments of principal and interest (SPPI) on
the principal amount outstanding.

This category is the most relevant to the Company.
After initial measurement, such financial assets are
subsequently measured at amortised cost using
the effective interest rate (EIR) method. Amortised
cost is calculated by taking into account any
discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The
EIR amortisation is included in other income in
the statement of profit or loss. The losses arising
from impairment are recognised in the statement

of profit or loss. This category generally applies to
trade and other receivables.

Financial assets designated at fair value
through OCI (equity instruments)

On initial recognition of an equity instrument that
is not held for trading, the Company can elect to
classify irrevocably its equity investments as equity
instruments designated at fair value through OCI.
The classification is determined on an instrument-
by-instrument basis. Equity instruments which are
held for trading are classified as at FVTPL.

Subsequently, these financial assets are
measured at fair value with gains and losses
arising from changes in fair value recognised in
other comprehensive income. Gains and losses
on these financial assets are never recycled from
other comprehensive income to profit or loss, even
on sale of investment. However, the Company may
transfer the cumulative gain or loss within equity.

Dividends on these investments are recognised as
‘other income’ in the statement of profit and loss
when the right of payment has been established,
except when the Company benefits from such
proceeds as a recovery of part of the cost of the
financial asset, in which case, such gains are
recorded in OCI. Equity instruments designated
at fair value through OCI are not subject to
impairment assessment.

The Company elected to classify irrevocably its
listed equity investments under this category.

Financial assets at fair value through profit or
loss (FVTPL)

Financial assets at FVTPL are carried in the
balance sheet at fair value with net changes in
fair value recognised in the statement of profit
and loss.

I nvestment in equity instruments are classified at
FVTPL, which the Company had not irrevocably
elected to classify at fair value through OCI.
Dividends on equity investments are recognised in
the statement of profit and loss when the right of
payment has been established.

Debt instruments, which do not meet the criteria
for categorisation as at amortised cost or as
FVTOCI, is classified as at FVTPL.

I n addition, the Company may elect to designate
a debt instrument, which otherwise meets
amortised cost or FVTOCI criteria, as at FVTPL.
However, such election is allowed only if doing
so reduces or eliminates a measurement
or recognition inconsistency (referred to as
‘accounting mismatch’). The Company has
designated investment in mutual funds, bonds and
other venture capital fund as at FVTPL.

Derecognition

A financial asset is primarily derecognised when:

• The rights to receive cash flows from the
asset have expired, or

• The Company has transferred its rights to
receive cash flows from the asset or has
assumed an obligation to pay the received
cash flows in full without material delay
to a third party under a ‘pass-through’
arrangement; and either (a) the Company
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has
neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.

Impairment of financial assets

I n accordance with Ind AS 109, the Company
applies expected credit loss (ECL) model for
measurement and recognition of impairment loss
on the following financial assets and credit risk
exposure:

a) Financial assets that are debt instruments,
and are measured at amortised cost e.g.,
loans, debt securities, deposits and bank
balance.

b) Trade receivables or any contractual right to
receive cash or another financial asset that
result from transactions that are within the
scope of Ind AS 115.

The Company follows ‘simplified approach’ for
recognition of impairment loss allowance on:

• Trade receivables

The application of simplified approach does not
require the Company to track changes in credit risk.
Rather, it recognises impairment loss allowance
based on lifetime ECLs at each reporting date,
right from its initial recognition.

For recognition of impairment loss on other financial
assets and risk exposure, the Company determines
that whether there has been a significant increase
in the credit risk since initial recognition. The credit
risk has not increased significantly, 12-month ECL
is used to provide for impairment loss. However, if
credit risk of customer has increased significantly,
lifetime ECL is used. If, in a subsequent period,
credit quality of the instrument improves such that
there is no longer a significant increase in credit
risk since initial recognition, then the entity reverts
to recognising impairment loss allowance based
on 12-month ECL.

Lifetime ECL are the expected credit losses
resulting from all possible default events over
the expected life of a financial instrument. The
12-month ECL is a portion of the lifetime ECL
which results from default events that are possible
within 12 months after the reporting date.

ECL is the difference between all contractual cash
flows that are due to the Company in accordance
with the contract and all the cash flows that the
entity expects to receive (i.e., all cash shortfalls),
discounted at the original EIR. When estimating
the cash flows, the Company considers:

• All contractual terms of the financial
instrument (including prepayment, extension,
call and similar options) over the expected life
of the financial instrument. However, in rare
cases when the expected life of the financial
instrument cannot be estimated reliably, then
the entity is required to use the remaining
contractual term of the financial instrument

• Cash flows from the sale of collateral held or
other credit enhancements that are integral
to the contractual terms

ECL impairment loss allowance (or reversal)
recognised during the period is recognised as
income/ expense in the statement of profit and
loss. This amount is reflected under the head
‘other expenses' in the statement of profit and
loss.

The balance sheet presentation for various
financial instruments is described below:

• Financial assets measured as at amortised
cost and contractual revenue receivables:
ECL is presented as an allowance, i.e., as

an integral part of the measurement of those
assets in the balance sheet. The allowance
reduces the net carrying amount. Until the
asset meets write-off criteria, the Company
does not reduce impairment allowance from
the gross carrying amount.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit or loss, payables.

All financial liabilities are recognised initially at fair
value and, in the case of payables, net of directly
attributable transaction costs.

The Company's financial liabilities include trade
and other payables.

Subsequent measurement

The measurement of financial liabilities depends
on their classification, as described below:

Financial liabilities at fair value through profit or
loss

Financial liabilities at fair value through profit or
loss (FVTPL) include financial liabilities held for
trading and financial liabilities designated upon
initial recognition as at FVTPL. Financial liabilities
are classified as held for trading if they are incurred
for the purpose of repurchasing in the near term.

Gains or losses on liabilities held for trading are
recognised in the profit or loss.

De-recognition

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires. When an existing financial
liability is replaced by another from the same
lender on substantially different terms, or the terms
of an existing liability are substantially modified,
such an exchange or modification is treated as
the de-recognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset,
and the net amount is reported in the balance

sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

C. Recent accounting pronouncement

The Ministry of Corporate Affairs (“MCA”) has notified
certain amendments to existing Indian Accounting
Standards and a new standard under the Companies
(Indian Accounting Standards) Rules, 2015, as amended
from time to time.

a) Amendments effective from April 01, 2025

The Ministry of Corporate Affairs (MCA) has notified
the Companies (Indian Accounting Standards)
Second Amendment Rules, 2025 on the following
effective from April 01, 2025:

• Lack of exchangeability - Amendments to
Ind AS 21

• Classification of Liabilities as Current or
Non-current and Non-current Liabilities with
Covenants - Amendments to Ind AS 1

• Supplier Finance Arrangements -
Amendments to Ind AS 7 and Ind AS 107

• International Tax Reform - Pillar Two Model
Rules - Amendments to Ind AS 12

The Company has reviewed the new
pronouncements and the same were not
applicable or material to the Company.

b) New standard issued but not yet effective

MCA has issued Ind AS 118 - Presentation and
Disclosure in Financial Statements, which will
replace Ind AS 1 - Presentation of Financial
Statements and is effective for annual reporting
periods beginning on or after April 01, 2027.

I nd AS 118 introduces revised presentation
requirements in the statement of profit and loss and
enhanced disclosure requirements. The standard
is expected to impact presentation and disclosures
but not the recognition and measurement.

The Company is currently evaluating the
impact of this standard on the accompanying
financial statements.

All other new standards or amendments that are
not yet effective that have been issued by the MCA
are not applicable or material to the Company.

b. Terms/ rights attached to equity shares

The Company has only one class of equity shares having a face value of Rs. 2 per share. Each equity shareholder is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed
by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in
case of interim dividend which is paid as and when declared by the Board of Directors.

I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets
of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of
equity shares held by the shareholders.

*During the year, Keshav Power Limited acquired 6,73,35,614 equity shares pursuant to the Scheme of Amalgamation involving
Ankita Pratisthan Limited (Transferor Company 1), Mayuka Investment Limited (Transferor Company 2) and Shree Nirman Limited
(Transferor Company 3) with Keshav Power Limited as the Transferee Company. The Scheme was approved by the Hon'ble
National Company Law Tribunal, Cuttack Bench, vide its order dated May 30, 2025, and became effective on June 13, 2025, with
effect from the appointed date of April 01, 2023.

As per records of the Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships
of shares.

I. Shares reserved for issue under options

I nformation related to DBL ESOP Scheme 2018, including details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the reporting period, is set out in note 25.

Proposed dividend on equity shares is subject to approval at the Annual General Meeting and is not recognised as a liability as at

March 31,2026 and March 31,2025.

#On October 17, 2025, the Board of Directors of the Company declared an interim dividend of Rs. 75 for the financial year 2025-26,

which has been paid during the year 2025-26.

Description of nature and purpose of each reserve

(a) Share based payment reserve - Share based payment reserve is used to recognise the grant date fair value of
options issued to employees under employee stock option plan.

(b) Securities premium - The amount received in excess of face value of the equity shares is recognised in securities
premium reserve. In case of equity-settled share based payment transactions, the difference between fair value on
grant date and nominal value of share is accounted as securities premium. The reserve is utilised in accordance with
the specific provision of the Companies Act, 2013.

(c) General reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend
to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve
is not required under the Companies Act, 2013.

(d) Capital reserve - Capital reserve was created partly due to reduction of face value of equity share and partly due
to cancellation and extinguishment of equity and preference share capital held by Dalmia Cement (Bharat) Limited,
pursuant to Scheme of Arrangement and Amalgamation sanctioned by Hon’ble NCLT.

(e) Capital redemption reserve - Represents the nominal value of equity shares bought back pursuant to buyback in
accordance with Section 69 of the Companies Act, 2013.

(f) Retained earnings - Retained earnings are the profits that the Company has earned till date, less any transfers to
general reserve, dividends or other distributions paid to shareholders. Retained earnings is a free reserve available to
the Company.

(g) Equity instruments through Other Comprehensive income - The Company has elected to recognise changes
in the fair value of investments in equity instruments in other comprehensive income. These changes are accumulated
within the ‘Equity instruments through Other Comprehensive Income’ within equity. The Company transfers amounts
from this reserve to retained earnings when the relevant equity securities are derecognised.

|23.| DISCLOSURE OF SIGNIFICANT ACCOUNTING
JUDGEMENTS, ESTI MATES AN D ASSUMPTIONS

The preparation of the Company’s standalone financial
statements requires management to make judgements,
estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes
that require a material adjustment to the carrying amount
of assets or liabilities affected in future periods.

Judgements

In the process of applying the Company’s accounting
policies, management has made the following
judgement, which have the most significant effect on
the amounts recognised in the standalone financial
statements:

Determining the lease term of contracts with
renewal and termination options - Company as
lessee

The Company determines the lease term as the
non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it
is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is
reasonably certain not to be exercised.

The Company has several lease contracts that include
extension and termination options. The Company
applies judgement in evaluating whether it is reasonably
certain whether or not to exercise the option to renew
or terminate the lease. That is, it considers all relevant
factors that create an economic incentive for it to
exercise either the renewal or termination. After the
commencement date, the Company reassesses the
lease term if there is a significant event or change in
circumstances that is within its control and affects
its ability to exercise or not to exercise the option to
renew or to terminate (e.g., construction of significant
leasehold improvements or significant customisation to
the leased asset).

Estimates and assumptions

The key assumptions concerning the future and
other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are
described below. The Company based its assumptions

and estimates on parameters available when the
standalone financial statements were prepared.
Existing circumstances and assumptions about future
developments, however, may change due to market
changes or circumstances arising that are beyond the
control of the Company. Such changes are reflected in
the assumptions when they occur.

Share-based payments

The Company initially measures the cost of equity-
settled transactions with employees using Black-
Scholes model to determine the fair value of the
liability incurred. Estimating fair value for equity-based
payment transactions requires determination of the
most appropriate valuation model, which is dependent
on the terms and conditions of the grant. This estimate
also requires determination of the most appropriate
inputs to the valuation model including the expected
life of the share option, volatility, risk free rate, expected
dividend yield, market price and exercise price and
making assumptions about them. For equity-settled
share-based payment transactions, the liability needs
to be disclosed at the carrying amount at end of each
reporting period up to the date of settlement. The
assumptions and models used for estimating fair value
for share-based payment transactions are disclosed
in note 25. Change in assumptions for estimating fair
value of share-based payment transactions is expected
to have insignificant impact on income statement.

Income taxes

Significant management judgement is required to
determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and the
level of future taxable profits together with future tax
planning strategies.

Further details on taxes are disclosed in note 12.
Defined benefit plans

The cost of the defined benefit gratuity plan, post¬
retirement medical benefits and other defined benefit
plan and the present value of the obligation of defined
benefit plans are determined using actuarial valuations.
An actuarial valuation involves making various
assumptions that may differ from actual developments
in the future. These include the determination of the
discount rate, expected rate of return on assets,
future salary increases and mortality rates. Due to the
complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive
to changes in these assumptions. All assumptions are
reviewed at each reporting date.

The parameter most subject to change is the discount
rate. In determining the appropriate discount rate,
the management considers the interest rates of
government bonds where remaining maturity of
such bond correspond to expected term of defined
benefit obligation.

The mortality rate is based on mortality rates from
Indian Assures Lives Mortality 2012-14. Those mortality
tables tend to change only at interval in response to
demographic changes. Future salary increases and
gratuity increases are based on expected future
inflation rates.

Further details about the defined benefit plans are given
in note 24.

Fair value measurement of financial instruments

When the fair values of financial assets and financial
liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets,
their fair value is measured using valuation techniques
including the DCF model. The inputs to these models
are taken from observable markets where possible,
but where this is not feasible, a degree of judgement is
required in establishing fair values. Judgements include
considerations of inputs such as liquidity risk, credit
risk and volatility. Changes in assumptions about these
factors could affect the reported fair value of financial
instruments. See note 30 and 31 for further disclosures.

Property, plant and equipment

The Company uses its technical expertise along with
historical and industry trends for determining the
economic life of an asset. The useful lives are reviewed
by management periodically and revised, if appropriate.
In case of a revision, the unamortised depreciable
amount is charged over the remaining useful life of
the assets.

Impairment of non-financial assets

Impairment exists when the carrying value of an
asset or cash generating unit exceeds its recoverable
amount, which is the higher of its fair value less costs of
disposal and its value in use. The fair value less costs

of disposal calculation is based on available data from
binding sales transactions, conducted at arm’s length,
for similar assets or observable market prices less
incremental costs for disposing of the asset. The value
in use calculation is based on a DCF model. The cash
flows are derived based on remaining useful life of the
respective assets. The recoverable amount is sensitive
to the discount rate used for the DCF model as well as
the expected future cash-inflows and the growth rate
used for extrapolation purposes.

There are no impairment losses recognised for the
years ended March 31, 2026 and March 31, 2025.

Impairment of financial assets

The impairment provisions for financial assets are based
on assumptions about risk of default and expected loss
rates. The Company uses judgement in making these
assumptions and selecting the inputs to the impairment
calculation, based on the Company’s past history,
existing market conditions as well as forward looking
estimates at the end of each reporting period.

|24.| GRATUITY AND OTHER POST EMPLOYMENT
BENEFIT PLANS

(a) Gratuity

The Company has a well-defined benefit gratuity
plan. As per the applicable law, the employee who
has completed five years of service is entitled to
gratuity on superannuation/ resignation @15 days
salary (last drawn salary) for each completed year
of service. The Scheme is funded through Gratuity
Fund Trust with an insurance company in the form
of a qualifying insurance policy, except in case of
employees of certain cement units of the Company.
The Trust is responsible for the administration of the
plan assets and for the determination of investment
strategy. The Company makes provision for such
gratuity asset/ liability in the books of account on
the basis of actuarial valuation carried out by an
independent actuary.

(b) Provident fund (‘PF’)

The Company contributes provident fund liability
to Dalmia Cement Provident Fund Trust. As per
the applicable accounting standard, provident
funds set up by the employers, which require

interest shortfall to be met by the employer,
needs to be treated as defined benefit plan. The
actuarial valuation of Provident Fund was carried
out in accordance with the guidance note issued
by Actuarial Society of India for measurement
of provident fund liabilities and a provision has
been recognised in respect of future anticipated

shortfall with regard to interest rate obligation as at
the balance sheet date.

c) Post-retirement medical benefits plan

(‘PRMB’)

The Company provides post-retirement medical
benefits to its certain retired employees. The plan
is not funded by the Company.

The weighted average duration (based on discounted cash flows) of the defined benefit plan obligation at the end of
the reporting period for gratuity is 4 years (March 31, 2025: 4 years) and for post-retirement medical benefits is 9 years
(March 31, 2025: 10 years) and for provident fund benefits is 3 years (March 31, 2025: 3 year)

Risk Exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are
detailed below:-

Asset Volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields, if plan assets underperform
this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities and in government
securities. The investments are expected to earn a return in excess of the discount rate and contribute to the plan deficit.

Asset liability matching risk

The Company ensures that the investment positions are managed within an asset-liability matching (ALM) framework that
has been developed to achieve long-term investments that are in line with the obligations under the employee benefit
plans. Within this framework, the Company’s ALM objective is to match assets to the obligations by investing in long-term
fixed interest securities with maturities that match the benefit payments as they fall due.

Liquidity Risk

The Company actively monitors how the duration and the expected yield of investments are matching the expected cash
outflows arising from the employee benefit obligations. The Company has not changed the processes used to manage its
risks from previous periods.

|25.| SHARE-BASED PAYMENTS

Employee Stock Option Scheme 2018 namely “DBL ESOP 2018” was adopted by the Board of Directors pursuant to the
Scheme of Arrangement and Amalgamation sanctioned by Hon’ble NCLT Chennai vide its order dated April 20, 2018.
Under the DBL ESOP 2018, the Company granted 2 (two) new stock options (‘New Options’) to the eligible employees of
the Company and its subsidiary company, in lieu of every existing 1 (one) stock option held by them under erstwhile DBEL
ESOP Scheme 2011 (whether vested or unvested).

Options granted under DBL ESOP 2018 would vest in not less than one year and not more than five years from the date
of grant of the options. The Nomination and Remuneration Committee of the Company had approved multiple grants with
related vesting conditions. Vesting of the options would be subject to continuous employment and certain performance
parameters stipulated by the Nomination and Remuneration Committee. Hence the options would vest with passage of
time on meeting the performance parameters.

The fair value of the stock options is estimated at the grant date using the Black- Scholes option pricing model, taking into
account the terms and conditions upon which the stock options were granted. However, the above performance condition
is only considered in determining the number of instruments that will ultimately vest.

There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these stock
options. Options granted under the DBL ESOP 2018 will carry no dividend or voting rights. On exercise, each option is
convertible into one equity share.

A. Company as a lessee

The Company has lease contracts for various buildings (office and residential premises) and vehicles used in its
operations. Generally, the Company is restricted from assigning and subleasing the leased assets.

The Company also has certain leases of buildings with lease terms of 12 months or less. The Company applies the
‘short-term lease' recognition exemptions for these leases.

The management assessed that cash and cash equivalents, other bank balances, trade receivables, other financial assets,
trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
assumptions were used to estimate the fair values:

(a) Long-term fixed-rate and variable-rate receivables/ deposit are evaluated by the Company based on parameters
such as interest rates, risk factors, individual credit worthiness of the customer and the risk characteristics of the
financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of
these receivables.

(b) The fair value of unquoted instruments are estimated by discounting future cash flows using rates currently available
for debt on similar terms, credit risk and remaining maturities.

(c) The fair value of investment in equity shares are based on quoted market price at the reporting date. Fair value of
investment in mutual funds/ other venture capital fund are based on market observable inputs i.e. Net Asset Value at
the reporting date.

Description of significant unobservable inputs to valuation (Level 3):

Discount rate are determined using prevailing bank lending rate.

|32.| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s principal financial liabilities comprise trade and other payables and lease liabilities. The main purpose of
these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The
Company’s principal financial assets include loans, investments (debt and equity), trade and other receivables, cash and
cash equivalents and other financial assets that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the
management of these risks and also ensure 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.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
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: interest rate risk, currency risk and other price risk, such as equity
price risk and commodity risk. Financial instruments affected by market risk include investments & deposits, debt and
equity investments, trade receivables and trade payables.

The Company manages market risk through a treasury department, which evaluates and exercises independent control
over the entire process of market risk management. The treasury department recommends risk management objectives
and policies, which are approved by Senior Management and the Audit Committee. The activities of this department
include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing
strategies and ensuring compliance with market risk limits and policies.

The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post¬
retirement obligations and provisions.

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. In order to optimize the Company’s position with regards to interest income and interest expenses
to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management. There is no
outstanding borrowings at the year end, hence there is no exposure to interest rate risk.

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. There is no outstanding forward contract and unhedged foreign currency exposure at the
year end.

Equity price risk

The Company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic
rather than trading purposes. The Company does not actively trade these investments.

Credit risk

Credit risk is the risk that a counter party 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).

Trade receivables

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. Outstanding customer receivables are regularly monitored. An
impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company’s treasury department in accordance with the Company’s
policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by
the management on regular basis. All balances with banks is subject to low credit risk due to good credit ratings assigned
to the Company.

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 loans and lease contracts.

The table below summarises the maturity profile of the Company’s financial liabilities based on contracted
undiscounted payments:

|33.| CAPITAL MANAGEMENT

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all
other equity reserves attributable to the equity shareholders. The Company includes within net debt, borrowings less cash
and cash equivalents, other bank balances and current investments.

The primary objective of the Company’s capital management is to maximise the shareholder value. The Company is not
subject to any externally imposed capital requirements.

H 39. As per Section 128 of the Companies Act, 2013 read with proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014
with reference to use of accounting software by the Company for maintaining its books of account, 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 change were made and ensuring that the audit trail cannot be disabled. The Company
uses an accounting softwares for maintaining its books of accounts which has a feature of audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded in the accounting softwares.

However, the audit trail (edit logs) for any direct changes made at the database level of the accounting software used
for maintenance of books of account operated by a third party software service provider could not be identified, as the
independent service auditor’s assurance report did not cover information regarding the existence of such database
level logs.

Further, there are no instances of audit trail feature being tampered with, other than the consequential impact of the
exceptions given above. Furthermore, except for matters mentioned above, the audit trail has been preserved by the
Company as per the statutory requirements for record retention.

|40.| OTHER STATUTORY INFORMATIONS:

i. The Company do not have any Benami property, where any proceeding has been initiated or pending against the
Company for holding any Benami property.

ii. The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013
or Section 560 of Companies Act, 1956.

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

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

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

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

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

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

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

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

vii. The Company 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).

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

ix. The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Companies
Act read with the Companies (Restriction on number of Layers) Rules, 2017.

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

Explanations for change in ratio by more than 25%:

1 Debt service coverage ratio: Due to decrease in earnings and increase in interest cost.

2 Return on equity: Decreased primarily on account of decrease in net profits.

3 Trade receivables turnover ratio: Decreased primarily on account of increase average trade receivables.

4 Net capital turnover ratio: Increased primarily on account of increase in revenue.

5 Net protit ratio: Decreased primarily on account of decrease in net profit.