a) Secured Loans:

(I) Terms of repayment of vehicle loan from HDFC Bank Ltd.

a) Vehicle Loan from HDFC Bank was sanctioned on 25^th August 2021 at an interest rate of 7.10% p.a. repayable in 60 monthly installments of ' 1.38 lakhs commencing from 5th September 2021. As on reporting date, It carries an interest rate of 7.10% p.a, and repayable in 17 monthly installments of ' 1.38 lakhs each from the reporting date.

b) Vehicle Loan from HDFC Bank was sanctioned on 1st January 2025 at an interest rate of 9.10% p.a. repayable in 60 monthly installments of ' 0.77 lakhs commencing from 5th February 2025. As on reporting date, It carries an interest rate of 9.10% p.a, and repayable in 58 monthly installments of ' 0.77 lakhs each from the reporting date.

(II) Nature of security:

Vehicle loans from HDFC Bank is secured by hypothecation of specific vehicles acquired from the loan.

b) The Company has not defaulted in repayment of loans and other borrowings and payment of interest thereon.

c) The Company has utilized the borrowings from banks for the specific purpose for which it was taken.

a) Secured Loans:

I Nature of security:

(i) Working capital loans including the non fund based facilities from HDFC Bank Limited are :

(a) primarily secured by hypothecation of stocks and book debts of the company ;

(b) further collaterally secured by way of equitable mortgage of land and building at Plot No. 92-D Government Industrial Estate, Charkop, Kandivali (W), Mumbai 400067;

(c) also personally guaranteed by Chairman & Managing Director, Wholetime Director and one relative of the Chairman & Managing Director of the Company i.e Smt. Sharda K. Talwar.

(ii) Overdraft against the fixed deposits are secured by lien on the fixed deposits.

II The Compnay has borrowed money from bank on the basis of security of current assets and the quarterly statements of current aseets filed by the Company with the Bank are materially in agreement with the books of accounts.

b) The Company has not defaulted in repayment of loans and other borrowings and payment of interest thereon.

c) The Company has utilized the borrowings from banks for the specific purpose for which it was taken.

(b) Defined benefit plan:

Gratuity :

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee.

The employee’s gratuity scheme is non -fund based. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date.

VII) The Company’s philosophy is to not to externally fund these liabilities but instead create an accounting provisions in its books of accounts and pay the gratuity to its employees directly from its own resources as and when the employee leaves the Company. The expected contribution payable to the plan next year is therefore Nil. If the Company opts for externally fund these liabilities in the next year, the best estimate contribution for the Company during the next year would be ' 57.14 Lakhs. (Previous year ' 24.03 Lakhs)

NOTE 44: CAPITAL MANAGEMENT

The Company’s policy is to maintain a strong capital base so as to maintain creditors and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders. The board of directors seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.

The Company monitors capital using a ratio of ‘net debt’ to ‘equity’. For this purpose, net debt is defined as total borrowings less cash & cash equivalents, bank deposit (including earmarked balances) and current investments.

NOTE 45: FINANCIAL INSTRUMENTS AND RISK REVIEW A) Financial Instruments

Fair value measurement hierarchy

The fair value of financial instruments as below have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows

Level 1: Quoted prices (unadjusted) in active markets: This level of hierarchy includes financial assets or liabilities that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of mutual fund and equity investments.

Level 2: Valuation techniques with observable inputs: This level of hierarchy includes financial assets and liabilities, measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). This category includes the derivatives financial assets designated as hedges.

Level 3: Valuation techniques with significant unobservable inputs: This level of hierarchy includes financial assets and liabilities measured using inputs that 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.

There have been no financial assets and financial liabilities which has been fair valued under level 3 category therefore no details for the same given in the table above.

Valuation

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent.

Financial assets and liabilities measured at fair value as at Balance Sheet date:

(i) Current financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.

(ii) The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date.

(iii) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date.

B) Financial Risk Management Framework

The Company’s business activities are exposed to a variety of financial risks, namely credit risk, liquidity risk and market risk (currency risk and interest rate risk). The Company’s management and the Board of Directors has the overall responsibility for establishing and governing the Company’s risk management framework. The Board of Directors which is responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee and Board of Directors of the Company.

i) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. Financial instruments that are subject to credit risk principally consist of trade receivables, investments, loans, cash and cash equivalents, other balances with banks and other financial assets. None of the financial instruments of the Company result in material credit risk.

Credit risk with respect to trade receivables are limited as the Company has a policy of dealing only with credit worthy customers. All trade receivables are reviewed and assessed for default on a quarterly basis. Our historical experience of collecting receivables is that credit risk is very low. Hence, trade receivables are considered to be a single class of financial assets.

Credit risk on cash and cash equivalents, other bank balances with bank is limited as the Company generally invest in deposits with banks. Investments primarily include investment in liquid mutual fund units. The Company reviews credit worthiness of the counter parties to whom security deposits and loans given. The managements believes that there is no credit risk lies with the security deposits given and loans to employees.

The Company’s maximum exposure to credit risk as at 31st March, 2025 and 31st March, 2024 is the carrying value of each class of financial assets.

ii) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.The Company maintained a cautious liquidity strategy, with a positive cash balance throughout the year ended 31st March, 2025 and 31st March, 2024. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis. The Company has obtained fund and non-fund based working capital lines from banks. The Company invests its surplus funds in bank fixed deposit and in mutual funds, which carry no or low market risk.

iii) Market Risk

Market risk is the risk that the changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long-term debt. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

a) Currency Risk

The Company is subject to the risk that changes in foreign currency values impacting the Company’s exports revenue and imports of raw material and property, plant and equipment. The risk also includes highly probable foreign currency cash flows.The objective of the cash flow hedges is to minimise the volatility of the rupee cash flows of highly probable forecast transaction. It hedges its foreign exchange risk using foreign exchange forward contracts and currency options wherever considered. As at 31st March, 2025 and 31st March, 2024, the net unhedged exposure to the Company on holding assets (trade receivables, advance to suppliers and capital advances) and liabilities (trade payables, advance from customers, borrowing and accrued interest) other than in their functional currency is as under.

b) Interest Rate Risk

Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company’s cash flows as well as costs. The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company’s interest rate exposure is mainly related to borrowing obligations.

NOTE 46: SEGMENT REPORTING

The Company is predominantly engaged in the business of manufacturing and selling of Instrument cooling fans/ motors. The company is presenting its Consolidated financial statements which is form parts of this report. In terms of para 4 of Ind AS 108 “Segment Reporting “ no disclosures related to segments are required in Standalone financial statements.

Disclosure as per requirement of Ind AS 116

During the year, the Company eneterd into a contract which contains a lease. In terms of requirement of Ind AS 116, the lease liability has been measured at the present value of the lease payments for the period of contract, discounted using the incremental borrowing rate of the Company, with an equivalent amount for the right-of-use asset. Further the Company has, during the year, terminated the contract containing the lease for Industrial Galas and accodingly the related balances of ROU asset and lease liabilities have been reduced to Nil.

b) As a lessor

Operating Lease:

Cancellable leases

The Company had given part of its premise on leave and licence basis during the previous year. The agreements for the same is not non-cancellable for a period of two years. The company has taken refundable interest free security deposits in accordance with the agreed terms of leave and licence. The rent received ' 12.26 lakhs (Previous year ' Nil ) in accordance with the agreement is credited to the statement of profit and loss for the year.

NOTE 50: CORPORATE SOCIAL RESPONSIBILITY

As per provisions of section 135 of the Companies Act, 2013, the Company has to incur at least 2% of average net profits of the preceeding three financial years towards Corporate Social Responsibility (CSR). Accordingly, a CSR committee has been formed for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. Details of the CSR expenditure are as under:

NOTE 51: EXCEPTIONAL ITEMS INCLDE:

a) the loss of ' 53.16 lakhs on discarding the furniture fixture and other assets acquired with MIDC land and building from the liquidator of Shrenuj & Company Limited under E-auction process.

b) the gain of ' 14.06 lakhs on reversal of allowance for impairment in the value of investment in debentures of Reliance Capital Limited on receipt of full and final payment under resolution process of Reliance Capital Limited.

NOTE 52: CODE ON SOCIAL SECURITY

The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post- employment, received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact after the Code becomes effective.

b) Details of investments made :

The required details of Investments outstanding as on 31.03.2025 are given in note 4 and 10 to the financial statements. The investments made in subsidiary is to fund the long term working capital of the Subsidiary Company. Other investments were made with a view of cash management.

c) There are no outstanding debts from directors or other officers of the Company.

d) Loans to employees outstanding as on 31.03.2025 are given in note 5 and 14 to the financial statements.

NOTE 54 :

The Board of Directors of the Company, in its meeting held on 13th November 2024, considered and approved allotment of 21,00,000 equity shares of face value of ' 10/- each to promoter/promoter group and non-promoter upon conversion of warrants on receipt of balance amount aggregating to ' 1716.75 lakhs (being 75% of the issue price of ' 109/- each) from the warrant holders pursuant to exercise of their option of conversion into equity shares in accordance with Regulations for Preferential Issue contained in Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended. The company had utilized this proceeds for long term working capital requirements and capital expenditure in accordance with the object of the issue.

NOTE 56 :

Additional regulatory information required by Schedule III of the Companies Act 2013:

(i) Investment property: The Company does not have any investment property, therefore the disclosure of fair value of investment property based on the valuation by a Registered Valuer is not applicable to the Company.

(ii) Valuation of PP&E and intangible assets : The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(iii) Loans and Advances in the nature of Loans to Promoters, Directors, KMPs and the related parties: The Company has not granted loans and advances in the nature of loans to Promoters, Directors, KMPs and the related parties either severally or jointly with any other person which is repayable on demand or without specifying any terms or period of repayment.

(iv) Details of Benami property: No proceedings have been initiated or are pending against the Company for holding any Benami property under the Prohibition of Benami Property Transactions Act, 1988 and the rules made thereunder.

(v) Wilful Defaulter: The Company has not been declared wilful defaulter by any bank or financial institution or Government and any Government Authority.

(vi) Relationship with Struck off Companies : The Company does not have any transaction/relationship with any struck off company.

(vii) Registration of Charges or Satisfaction with Registrar of Companies: The Company does not have any charges or satisfaction which is yet to be registered

with ROC beyond the statutory period.

(viii) Compliance with number of layers of companies: The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(ix) Compliance with approved scheme(s) of arrangements: The Company has not entered into any scheme of arrangement which has an accounting impact on

current or previous financial year.

(x) Utilisation of borrowed funds and share premium:

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

(b) 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 to or on behalf of the Ultimate Beneficiaries.

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

(xii) Details of Crypto Currency or Virtual Currency: The Company has not traded or invested in any crypto currency or virtual currency during the current or previous year.

NOTE 57 : AUDIT TRAIL

As per the requirements of Rule 3(1) of the Companies (Accounts) Rules 2014, the Company uses only such accounting software (SAP Business one ERP) for maintaining its books of account that has a feature of, recording the audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and who made those changes within such accounting software. This feature of recording audit trail has operated throughout the year and was not tampered with during the year. The said software does not have facility of creating edit log for direct data changes at database level, however the Company has established and maintained an internal control framework over its financial reporting in this regard and based on its assessment, has concluded that the internal controls for the year ended March 31, 2025 were effective. The audit trail has been preserved by the Company as per statutory requirements for record retention.

NOTE 58 :

Previous year figures have been regrouped, rearranged and recasted to make them comparable with the current year figures