5.01 Property, plant and equipment pledged as security

Refer to Note 47 for information on property, plant and equipment pledged as security by the Company.

5.02 Contractual Obligations

Refer to Note 48 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

5.03 Revaluation of assets

The Company has not revalued its property, plant and equipment (including right-of-use assets) during the current year and previous year.

5.04 Deemed cost exemption

On transition to Ind AS i.e. April 01, 2019 the Group had elected to continue with the net carrying value of all property, plant and equipment measured as per the Previous GAAP and use that net carrying value as the deemed cost of property, plant and equipment.

9.1 : Impairment of investment in subsidiary

During the year ended March 31, 2025, the Company has recognised an impairment loss of INR 2.96 Million in respect of its investment in Energy Solutions Labs Private Limited, a subsidiary. The impairment loss has been recorded in accordance with the Company's accounting policy on impairment of investments in subsidiaries, as stated in Note 3(ii) to the financial statements.

The impairment was determined based on the recoverable amount, which was assessed using the value-inuse approach. The key assumptions used in the discounted cash flow model included:

Discount rate: 18.5%

Forecast period: 5 Years i.e. April 01, 2025 to March 31, 2030.

Terminal growth rate: 5%

The impairment charge has been recognised in the Statement of Profit and Loss under "Other Expenses”.

Post impairment, the carrying value of the investment in Energy Solutions Labs Private Limited is INR 19.32 Million.

Note9.2: Share-based Payment Cost for Subsidiary Employees

In previous years, the Company had granted equity-settled share-based payment (ESOP) awards to employees of its subsidiary companies. As there was no arrangement for recovery of such costs from the subsidiaries, the related share-based payment expense was recognised as a deemed investment in the respective subsidiaries, in accordance with the principles of Ind AS 102 - Share-based Payment and Ind AS 27 - Separate Financial Statements.

During the current year, the Company has entered into a formal cost-sharing agreement dated August 31, 2024 with the subsidiaries, pursuant to which the share-based payment cost is recoverable. Accordingly, an amount of INR 153.59 Million pertaining to current and prior period ESOP charges has been recognised as a receivable under ‘Other Financial Assets' in the current year.

The corresponding reduction has been made from the carrying amount of investments in subsidiaries in the current year. The comparative figures have not been restated, as there was no enforceable recovery agreement in place in the previous reporting period.

(ii) Rights, preferences and restrictions attached to shares

These shares having par value of INR 10 per share. Each shareholder is entitled to one vote per share held. They entitle the holders to participate in dividends and dividend, if any declared is payable in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in proportion to their shareholding.

During the pervious financial year 2023-24, pursuant to the Shareholders Agreement of the Company, the Board of Directors in the Board Meeting held on July 24, 2023 approved conversion of CCPS into Ordinary Equity shares of 36,06,110 CCPS at conversion ratio 1:95 (rounded off) which had been approved in the Annual General Meeting held on July 25, 2023.

(ii) Rights, preferences and restrictions attached to shares

The company had issued 4,307,669 CCPS of INR 30 each fully paid-up at a premium of INR 144.10 per share. CCPS carry cumulative dividend @ 0.001% p.a. The company declares and pays dividends in Indian rupees. Each holder of CCPS is entitled to one vote per share only on resolutions placed before the Company which directly affect the rights attached to CCPS.

Each holder of CCPS can opt to convert its preference shares into equity share up to the end of 18th year from the date of issue, viz., September 16, 2013. If the holder exercises its conversion option, the Company will issue one equity share for each preference share held.

If CCPS holders do not exercise conversion option, all CCPS will compulsorily convert into equity shares at the end of 18th year from the date of issue. In the event of liquidation of the Company before conversion/ redemption of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.

The Board of Directors in the Board Meeting dated October 23, 2020 had approved a scheme for buyback of CCPS and did buyback of 7,01,559 CCPS at the price of 270.83 per share.

Foreign currency term loan was taken in February, 2020 in EUR from DBS Bank and the same is secured by term deposits of 110% of the facilities sanctioned. The loan carried an interest rate of 12 months EURIBOR 1.50% p.a. and is repayable in quarterly instalments over a period of 5 years starting from September 2020 comprising of 18 equal installments. During the current year, the said loan has been repaid in accordance with the terms of repayments agreed with the lender bank.

The loan was taken for the purpose of acquisition of Subsidiary in China Vis. Shanghai VA Instrument Co. Ltd., China and the same has been utilised for the said purpose.

~| EARNINGS PER SHARE

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

(B) Defined benefit plansa) Gratuity payable to employees

The Company and its operates a defined benefit plan vis. gratuity for its employees which is required by the Payment of Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least 5 years of service gets a gratuity on departure at 15 days (minimum) of the last drawn salary for each completed year of service. The scheme is funded with an insurance Company in the form of qualifying insurance policy [Plan Asset].

The fund is subject to risks such as asset volatility, changes in asset yields and asset liability mismatch risk. In managing the plan assets, the management of the Company reviews and manages these risks associated with the funded plan. Each year, the management of the Company reviews the level of funding in the gratuity plan. Such a review includes asset-liability matching strategy and investment risk management policy (which includes contributing to plans that invest in risk-averse markets). The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

vi) Risk Exposure Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets under perform this yield, this will create a deficit. All plan assets are maintained in a trust fund managed by Life Insurance Corporation of India (LIC) who have been providing consistent and competitive returns over the years. The Company has opted for a traditional fund wherein all assets are invested primarily in risk averse markets. The Company has no control over the management of funds but this option provides a high level of safety for the total corpus. A single account is maintained for both the investment and claim settlement and hence, 100% liquidity is ensured. Also, interest rate and inflation risk are taken care of.

Changes in bond yields

A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans' bond holdings.

Future salary escalation and inflation risk

Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in higher present value of liabilities. Further, unexpected salary increases provided at the discretion of the management may lead to uncertainties in estimating this increasing risk.

Asset-Liability mismatch risk

Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the Company is successfully able to neutralise valuation swings caused by interest rate movements. Hence, companies are encouraged to adopt asset-liability management.

~| EMPLOYEE STOCK OPTION SCHEME (ESOP)

A The Board vide its resolution dated July 05, 2016 approved ESOP for granting Employee Stock Options in the form of Equity Shares linked to the completion of a minimum period of continued employment to the eligible employees of the Company monitored and supervised by the Board of Directors. The eligible employees, including directors, for the purpose of ESOP 2016 will be determined from time to time.

In accordance with the above mentioned ESOP Scheme, INR Nil (March 31 2024 - INR NIL) has been charged to the Statement of Profit and Loss in relation to the options granted. (Refer note 32)

All the options granted pursuant to above scheme had been exercised in previous year accordingly no options are outstanding at the year ending on March 31, 2025 (March 31, 2024 : Nil options,).

The fair value of each option is estimated on the date of grant using the Black Scholes model. The following tables list the inputs to the [Option pricing model] used for the years ended:

B The board vide its resolution dated September 26, 2022 approved ESOP for granting Employee Stock Options in form of equity shares linked to the completion of a minimum period of continued employment to the eligible employees of the Company, monitored and supervised by the Board of Directors. The employees can purchase equity shares by exercising the options as vested at the price specified in the grant.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period

Scheme A represents ESOP Granted to employee of Subsidiaries

Scheme B represents ESOP Granted to employees of Rishabh Instruments Limited ‘The Company'

In accordance with the above mentioned ESOP Scheme B & A, INR 52.67 Million (2023-24 INR 54.08 Million) has been charged to the Statement of Profit and Loss in respective periods in relation to the Employee Stock Option Scheme Compensation. (Refer note 32)

In accordance with the above mentioned ESOP Scheme A, INR 61.92 Million has been recorded in other financial asset pursuant to IND AS 102 and guidance note thereof for the year ended March 31, 2025.

In accordance with above mentioned ESOP Scheme A, INR 153.59 Million was recorded in Investment in subsidiary as a deemed investment cost in accordance with IND AS 102 & Guidance note there of for the year ended March 31, 2024. However as explained in note 9.2 the said amount has been presented under other financial asset during the current year.

40| LEASES WHERE COMPANY IS A LESSEE

Company has taken various sales offices from multiple parties on lease, the tenure of lease ranges from 3 to 5 years and one of corporate office in Ahmedabad for period of more than 5 years.

Payments of lease rentals has been made in accordance with the rentals specified in Schedule. Lease liability has been recognised in the books of accounts by company at present value of lease payments and Right of use asset at cost in accordance with the requirements of IND AS 116.

(D) Terms and conditions of transactions with related parties

The transactions with 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 except for borrowings and settlement occurs in cash. The managing director Mr. Narendra Goliya has given personal guarantee for working capital borrowings from SBI. For the period ended March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2024: 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.

~| SEGMENT REPORTING

The Company's operations predominantly relate to manufacturing & supply of digital and analog electrical measuring meters & special purpose switches. The Chief Operating Decision Maker (CODM) reviews the operations of the Company as one operating segment. In accordance with IND AS 108, ‘Operating Segments', the Company has presented the segment information on consolidated basis in its consolidated financial statements.

~| FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to various financial risks. These risks are categorised into market risk, credit risk and liquidity risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.

(A) 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 borrowings and derivative financial instruments. The Company have certain debt obligations with floating interest rates.

The sensitivity analysis in the following sections relate to the position as at March 31,2025 & March 31, 2024.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and the proportion of financial instruments in foreign currencies are all constant.

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

(i) 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 exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

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

(ii) Foreign currency risk

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

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the USD, EUR, GBP,exchange rate (or any other material currency), with all other variables held constant, of the Company's profit before tax (due to changes in the fair value of monetary assets and liabilities). The Company's exposure to foreign currency changes for all other currencies is not material.

(B) Credit risk

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

Trade receivables

Customer credit risk is managed subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed taking into account their financial position, past experience and other factors. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions.

The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables disclosed in note 13. The Company does not hold collateral as security. The company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The company uses expected credit loss model to assess the impairment loss.

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 investment of surplus funds is made in fixed deposits which are approved by the Director. The Company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2025 & March 31, 2024 is the carrying amount illustrated in Note 15, & Note 16.

(C) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Management believes that the probability of a liquidity risk arising due to fee refund is not there.

~| FAIR VALUE HIERARCHY

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

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

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

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

(a) No financial assets/liabilities have been designated at FVTPL.

(b) Fair Value of financial assets and liabilities measured at amortised cost

The fair value of other current financial assets, cash and cash equivalents, trade receivables, trade payables, short-term borrowings and other financial liabilities approximate the carrying amounts because of the short term nature of these financial instruments.

The amortised cost using effective interest rate (EIR) of non-current financial assets consisting of security and term deposits and of non current financial liabilities consisting of borrowings and lease liability are not significantly different from the carrying amount.

~| CAPITAL MANAGEMENT

For the purpose of the Company's capital management, capital includes issued equity capital, convertible preference shares, share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital management is to maximise the shareholder value and to ensure the Company's ability to continue as a going concern.

The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of non-current borrowing which represents, term loan & other loans and current borrowing represent cash credit, loan form related party & working capital loan. The company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

Sanctioned limit with State Bank of India has been secured by hypothecation of first charge on stock-intrade, present and future, consisting of raw materials, goods in process of manufacturing finished goods, and other merchandise whatsoever being movable properties and all the debts, that is, all the book debts, outstandings, monies receivables, claims, bills, invoice documents, contracts, guarantees, and rights which are now due and owing or which may at any time hereafter during the continuance of this security becomes due and owing to the Company. The loan is also supported by first charge by way of an equitable mortgage of industrial land and building (by deposit of title deeds).

Company had also taken a EURO loan from DBS Bank India for acquisition of Investment in a Subsidiary in China, Such loan was secured by way of Fixed Deposits held with such bank amounting to INR 231.49 Million. However the loan has been repaid in full during the year ended March 31, 2025.

Tj TITLE DEEDS OF IMMOVABLE PROPERTIES NOT HELD IN NAME OF THE COMPANY

The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee), as disclosed in note 5 to the financial statements, are held in the name of the Company.

~| RELATIONSHIP WITH STRUCK OFF COMPANIES UNDER SECTION 248 OF THE COMPANIES ACT, 2013 OR SECTION 560 OF COMPANIES ACT, 1956

The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956

~| 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.

~| COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

~| COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS

The Company has not entered into any scheme of arrangement

~| UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM:

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

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

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

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

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

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

~| CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are charity to educational institute, animal welfare, social welfare etc. A CSR committee has been formed by the Company as per the Act. The funds are utilised through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

~| WILLFUL DEFAULTER

The Company has not being declared as willful defaulter by any bank or financials institution or any government authority.

~| UNDISCLOSED INCOME

The Company do not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous 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.

~| DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

~| COMPLIANCE WITH SECTION 143 (3) FOR MAINTENANCE OF BOOKS OF ACCOUNT

With effect from August 05, 2022, the Ministry of Corporate Affairs (MCA) has amended the Companies (Accounts) Rules, 2014, relating to maintenance of electronic books of account and other relevant books and papers. Pursuant to this amendment, the Indian Companies including foreign branches is required to maintain the books of account which are accessible in India at all times and their backup is to be kept on servers located in India on a daily basis. The Company have a process to take daily back-up of books of account maintained in electronic mode and along with the logs of the back-up of such books of account & the server of such books is physically located in India.

(B) Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount: Nil (other than subsidiaries as mention above)

(C) Investments by the loanee in the shares of parent company and subsidiary company, when the Company has made a loan or advance in the nature of loan as at March 31, 2025 Nil, March 31, 2024 Nil.

~| IPO EVENT & UTILISATION OF MONEY RAISED THROUGH PUBLIC ISSUE.

During the financial year 2023-24, The Company had completed an Initial Public Offer (‘IPO') of 1,11,28,858 shares at the face value of INR 10 each at the issue price of INR 441 per share, comprising of offer for sale 94,28,178 shares by Selling Shareholders and fresh issue of 17,00,680 shares aggregating to INR 4907.83 Million. The equity shares of the Company were listed on BSE Limited (‘BSE') and National Stock Exchange of India Limited (‘NSE') on September 11, 2023.

Accordingly, the Company had raised INR 750.00 Million through public issue of fresh equity shares, mainly with an objective of financing the cost towards the expansion of Nashik Manufacturing Facility I and for general corporate purposes. The Company has estimated to incur expenses aggregating INR 42.50 Million towards the initial public offering for issue of fresh equity shares. Given below are the details of utilization of proceeds raised through public issue during the year ended March 31, 2025. i

68| EVENTS AFTER THE REPORTING PERIOD

No Significant Subsequent events have been observed which may require an adjustments to the financial statements.

69| Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS and as required by Schedule III of the Act.