Note No.3.12B Rights, Preferences and Restrictions Attached to Shares

Equity Shares: The Company has one class of Equity Shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

During the year ended March 31,2025, on account of the final dividend for FY 2023-24 the Company has incurred a net cash outflow of Rs.1,413.03 lakhs. The Board of Directors, at its meeting on May 23, 2025, recommended a final dividend of Rs.10/- per equity share for the financial year ended March 31, 2025. This payment is subject to the approval of shareholders in the Annual General Meeting (AGM) of the Company and if approved, would result in a net cash outflow of approximately Rs.1,413.03 lakhs.

5.1. FINANCIAL INSTRUMENTS Financial Risk Management

The Company’s business activities expose it to a variety of financial risks, namely Liquidity Risk, Market Risk and Credit Risk. The Company’s senior management has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The key risks and mitigating actions are also placed before the Audit Committee of the Company. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

In the ordinary course of business, the Company is exposed to Market Risk, Credit Risk and Liquidity Risk.

5.1.1. 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, Foreign Currency Risk and Commodity Risk.

(a) Interest Rate Risk

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

If the interest rates had been 50 basis points higher or lower and all the other variables were held constant, the Company’s profit would be impacted by Rs.9.88 lakhs in FY 2024-25 (Rs.8.89 lakhs in FY 2023-24).

(b) Foreign Currency Risk

Foreign currency risk is the risk that the fair value of 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 which is very minimal.

(c) Commodity Price Risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the on-going purchase or continuous supply of raw materials. Therefore, the Company monitors its purchases closely to optimise the price.

5.1.2. Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration of risks.

Financial instruments that are subject to concentrations of credit risk principally consist of investments classified as loans and receivables, trade receivables, loans and advances, cash and cash equivalents, bank deposits and other financial assets amounting to Rs.106,041.05 lakhs (Previous year Rs.99,952.97 lakhs). None of the other financial instruments of the Company result in material concentration of credit risk. The Company follows simplified approach for recognition of impairment loss allowance on trade receivables which do not contain a significant financing component.

The Company does not have significant credit exposure to any single customer. Concentration of credit risk to a single customer exceeding 10% of receivables in the FY 2024-25 is Rs. 1,102.58 lakhs. (FY 2023-24 - Rs.1,243.36 lakhs).

Bank Deposits (included under current and non-current financial assets) include an amount of Rs.83,704.75 lakhs (FY 2023-24 - Rs.79,079.88 lakhs) with three Indian Banks having high credit rating which are individually in excess of 10% of the total deposits of the entity as on March 31, 2025. None of the other financial instruments of the entity result in material concentration of credit risk.

5.1.3. Financial assets that are neither past due nor impaired

Cash and cash equivalents, financial assets carried at fair value are neither past due nor impaired. Cash and cash equivalents with banks has high credit-rating assigned by international and domestic credit-rating agencies. Financial assets carried at fair value are investments in equity shares. With respect to Trade receivables and other financial assets that are past due but not impaired, there are no indications as of March 31, 2025, that defaults in payment obligations will occur except as described in Note 3.7 on allowances for impairment of trade receivables. The Company does not hold any collateral for trade receivables and other financial assets. Trade receivables and other financial assets that are neither past due nor impaired relate to new and existing customers and counter parties with no significant defaults in past.

5.1.4. 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. Credit quality of a customer is assessed based on a detailed assessment and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.

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 grouped into homogenous groups and assessed for impairment collectively. 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 operate in largely independent markets.

5.1.5. 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. The cash surpluses of the Company are short term in nature and are invested in Fixed Deposit with Nationalized / Scheduled Commercial Banks. Hence, the assessed credit risk is low.

5.1.6. Liquidity Risk

The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company’s objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through continued support from lenders and trade creditors.

During the year, the Company has made repayment of principal and interest on borrowings on or before due dates. The Company did not have any defaults of principal and interest as on the reporting date.

The table below summarises the maturity profile of the Company’s financial liability based on contractual undiscounted payment and financial assets based on contractual undiscounted receipts.

• Financial Assets measured at fair value amounting to Rs.1,121.82 lakhs (PY Rs.1,255.80 lakhs) and measured at amortised cost amounting to Rs.104,919.23 lakhs (PY Rs.98,697.17 lakhs) have been considered for the likelihood of increased credit risk and consequential default.

• The financial assets held with long term growth perspective carried at fair value by the Company are mainly investments in Equity Instruments and accordingly, no material volatility is expected.

• Financial assets of Rs.95,684.08 lakhs as at March 31, 2025 (PY Rs.89,863.52 lakhs) carried at amortised cost is in the form of cash and cash equivalents, bank deposits, earmarked balances with banks, interest accrued on bank deposits and other security deposits where the Company has assessed the counterparty credit risk.

• Trade receivables of Rs.9,052.85 lakhs as at March 31,2025 (PY Rs.8,644.02 lakhs) forms a significant part of the financial assets carried at amortised cost which is valued considering provision for allowance using expected credit loss method.

• The Company has specifically evaluated the potential impact with respect to certainty of collections from its customers.

• Since the Company closely monitors the financial strength of its customers & investments on a continuing basis and assesses actions such as changes in payment terms, no provision is deemed necessary.

(b) Fair value hierarchy

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or

unobservable and consists of the following three levels:

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

Level 2 - Inputs are 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 are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

(d) Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)

Management considers that the carrying amounts of financial assets and financial liabilities recognized in the financial statements except as per Note (a) above approximate their fair values.

The Company’s capital comprises equity share capital, retained earnings and other equity attributable to equity holders. The primary objective of Company’s capital management is to maximize shareholders value. The Company manages its capital and makes adjustment to it in light of the changes in economic and market conditions. The Company does so by adjusting dividend paid to shareholders. The total Paid up Equity Share Capital as on March 31, 2025 is Rs.1413.03 lakhs (Previous Year: Rs.1413.03 lakhs).

The Company’s overall strategy remains unchanged from previous year.

The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.

The funding requirements are met through a mixture of equity, internal fund generation and short term borrowings.

On account of income tax matters in dispute-

• The appeals mainly relate to part/full disallowances of deductions for Logo charges paid and claimed by the Company. Necessary appeals have been filed and matters are with Commissioner of Income Tax - Appeals (CIT-(A)). The Company has favourable orders at ITAT in the earlier years.

• The Company has received favourable orders from the CIT-(A) for five assessment years. The Company has received the giving effect to order for three years and the giving effect to order is yet to be received for two years.

• In the Giving Effect to order passed for the three assessment years, interest under Section 244A which was earlier granted has been rejected.

• The Company has filed a writ petition in the Hon’ble High Court of Madras. Based on the writ petition filed by the Company, the Hon’ble High Court has granted interim stay on the demand.

• Based on the facts presently known, the management believes that the outcome of the appeals will not result in any material impact on the Financial Statements.

(ii) Condoms were included for the first time under Drugs (Prices Control) Order, 2013 (DPCO 2013). National Pharmaceuticals Pricing Authority (NPPA) under Department of Pharmaceuticals, Ministry of Chemicals and Fertilizers, Government of India had by way of Notification No.SO 3348 dated 5^th November 2013, issued ceiling prices for sale of condoms. The Company had challenged inclusion of Condoms under DPCO 2013 and also the methodology for arriving at the Ceiling Prices for Condoms by a writ petition in the Hon’ble High Court of Madras. During 2015-16, Hon’ble High Court of Delhi and Madras have ruled that condoms are drugs but fixation of ceiling prices for condoms is impermissible under law as the strengths and dosage for condoms are not specified in the first schedule of DPCO-2013. The Government of India has filed a special leave petition (SLP) before the Hon’ble Supreme Court. The Company has also filed SLP before Hon’ble Supreme Court against some points of the order of the Hon’ble High Court of Madras. Financial impact, if any, based on the outcome of the pending case is not quantifiable and hence not provided for in the books.

C) Defined Benefit Plan:

The Employees’ Gratuity Fund Scheme managed by a Trust is a Defined Benefit Plan.

The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment.

The Company pays Gratuity to employees who have completed five years of Service with the Company at the time of resignation / Superannuation. The Company has its own scheme for payment of Gratuity. The employees who are eligible for payment of Gratuity will be paid based on Company Scheme or as per Gratuity Act, which ever is beneficial to the employees. As per Gratuity Act, Gratuity is paid at the rate of 15 days of last drawn salary for the every completed year of service.

The Gratuity liability amount is contributed to Approved Gratuity fund maintained by the Life Insurance Corporation of India for Gratuity payment to the employees. The Gratuity fund has been approved by the Income Tax Authorities. The liability in respect of Gratuity and other post employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services.

The entire funds relating to Gratuity is being managed by Life Insurance Corporation of India.

Sensitivity Analysis Investment risk:

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. When there is a deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit. Currently, for these plans, investments are made in gratuity fund maintained by the Life Insurance Corporation of India.

Interest risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s investments.

Longevity risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salary of plan participants. As such, an increase in salary of the plan participants will increase the plan’s liability.

The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and expected salary increase. The sensitive analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates available on applicable Government bonds as on the current valuation date.

Escalation Rate is based on the Company's past revision trends and management's estimate of future salary increases.

Attrition Rate considered is the Management's estimate based on the past long-term trend of employee turnover in the Company

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.

Implementation of the Code on Social Security 2020, which is likely to impact the contributions by the Company towards Provident Fund, Gratuity and other related areas has been deferred by the Government beyond April 01, 2021. However, the Company had made an initial assessment based on the draft rules and had provided a sum of Rs.350 lakhs in Financial Year 2020-21 towards the expected impact to its employee benefit expenses. The Company intends to do an actuarial valuation towards this liability at the appropriate time and provide for the balance, if any. Expecting the Code to be enacted in the coming Financial Year, the amount provided in the previous year is included under ‘Provisions - Current’. Refer Note 3.18.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables .For the year ended March 31,2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31,2024 : Rs. Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

5.8. Earnings per Share:

Basic earnings per share are computed by dividing the net profit after tax attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

5.9. Corporate Social Responsibility (CSR):

In accordance with Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Company is required to spend in every financial year, at least 2% of the average net profit of the Company made during the three immediately preceding financial years towards Corporate Social Responsibility activities. During the year under review, a sum of Rs.142.13 lakhs has to be spent (PY Rs.110.75 lakhs), in compliance to this requirement. A sum of Rs.145.00 lakhs has been spent during the year under review (PY Rs.115.00 lakhs) towards CSR activities as detailed below and the unspent amount is Rs. Nil. The contributions made under CSR are not made to any related parties.

5.10. Segment Reporting:

Segments have been identified in line with the Indian Accounting Standard on Segment Reporting (INDAS-108) considering the organization structure and the differential risks and returns of these segments Details of products included in each of the segments are as below:

a) Animal Welfare include products for Veterinary use.

b) Consumer Products comprise marketing and distribution of Woodward's Gripewater, EVA Range of Cosmetics, Good Home Range of Scrubbers, Air Fresheners, etc. (Own Brands).

c) Medical Devices include Artificial Heart Valves, Orthopaedic Implants, etc.

d) Foods comprise manufacturing and marketing of Food Products.

e) Protective Devices - Manufacturing and Marketing of Male Contraceptives and other allied products.

f) "Others" include Printing and Publishing of Maps and Atlases.

The information relating to the operating segment is reviewed regularly by the Company’s Board of Directors (Chief Operating Decision Maker) to make decisions about resources to be allocated and to assess its performance. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Certain expenses like CSR expenses, are not specifically allocable to specific segment. Management believes that it is not feasible to provide segment disclosure of these expenses and, accordingly, they are separately disclosed as "unallocated expenses" and adjusted only against the total operating income of the Company.

1. Segments have been identified in line with the Accounting Standard on Segment Reporting (IndAS-108) considering the organisation structure and the differential risks and returns of these segments.

2. Details of products included in each of the Segments are as below :

(a) Animal Welfare include products for Veterinary use.

(b) Consumer Products comprise of marketing and distribution of EVA Range of Cosmetics, Woodward’s Gripe Water, Good Home range of Scrubbers, Air Fresheners, etc., (Own Brands)

(c) Medical Devices comprise manufacturing and marketing of Artificial Heart Valves, Orthopaedic Implants, etc.

(d) Protective Devices comprise manufacturing and marketing of Male Contraceptives and other allied products

(e) Foods comprise of manufacturing and marketing of Food Products.

(f) "Others” include Printing and Publishing of Maps and Atlases.

3. The segment-wise revenue, results, assets and liabilities figures relate to respective amounts directly identifiable to each of the segments. The unallocable expenditure includes expenses incurred on common services at the corporate level and also those expenses not identifiable to any specific segment.

4 Unallocable Expense (Net of Unallocable Income) includes;

a. Profit on sale of leasehold land with building amounting to Rs.1,977.05 lakhs (Net) at Mahindra World City.

b. Write down of inventory amounting to Rs. 586.39 lakhs that were meant for export under USAID program.

The Lease contracts entered by the Company pertain to Motor Vehicles taken on lease for usage by its employees in top and mid-level of management. The terms of leases are usually for 5 years.

Lease Obligations

Maturity Analysis:

The minimum Lease rental outstandings as of March 31,2025 in respect of these assets.

Set out below are the undiscounted potential future rental payments relating to periods following the exercise date of extension and termination options that are not included in the lease term:

5.14. Cancellation of contract and consequent write down of inventory

During the current financial year, the Company has written off the entire value of Male Contraceptives pertaining to the Protective Devices Division, amounting to Rs. 586.39 lakhs that were meant for exports under USAID Programme, owing to a 90-day pause on foreign development assistance and subsequent cancellation of purchase orders as the inventory was custom-made and not marketable to alternate buyers.

5.15. Disclosure in Relation to Undisclosed Income

During the year, the Company has not surrendered or disclosed any income 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). Accordingly, there are no transactions which are not recorded in the books of accounts.

5.16. Disclosure of Transactions with Struck off Companies

The Company has reviewed transactions to the extent of information available for the purpose of identifying transactions with struck off Companies. Based on the above, there are no transactions with Struck off Companies in the current financial year.

5.17. Disclosure requirements as notified by MCA pursuant to amended Schedule III

Nothing to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:

(a) Crypto Currency or Virtual Currency

(b) Benami Property held under Benami Transactions (Prohibition) Act, 1988 (45 of 1988)

(c) Registration of charges or satisfaction with Registrar of Companies

(d) Relating to borrowed funds:

(i) Wilful defaulter

(ii) Utilisation of borrowed funds & share premium

(e) Loans to Related Parties

(f) Investments/advances through intermediaries

(g) Effect of scheme of arrangement

(h) Compliance with number of layers

(i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with understanding that 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.

(j) 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 funded party (Ultimate Beneficiaries); or

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

5.18. During the current financial year, the Company has sold Leasehold land with building at Mahindra World City, Chennai for a consideration of Rs.2,300 lakhs and the profit on sale amounted to Rs.1,977.05 lakhs (Net).

5.19. Audit Trail

In the ERP, audit trail at transaction level has an embedded audit trail and has been enabled. This feature cannot be disabled. This audit trail feature has worked effectively during the year.

Post publication of ICAI implementation guide, direct database level changes was also included in audit trail scope. In respect of ERP, access to direct database level changes is available only to privileged users. However, no audit trail enabled for direct database level changes.

5.20. Events occurring after balance sheet date

On May 23, 2025, the Board of Directors of the Company have proposed a dividend of Rs.10 per share for the year ended March 31,2025, subject to the approval of Shareholders at the 67^th Annual General Meeting. If approved, this would result in cash outflow of Rs.1413.03 lakhs.

5.22. Approval of Financial Statements

The Financial Statements were approved for issue by the Board of Directors on May 23, 2025.