Loans are non-derivative financial assets which generate a fixed interest income for the Company. The carrying value may be affected by changes in the credit risk of the counterparties.

Fair value disclosures for financial assets and liabilities (refer note-35.1)

Fair value hierarchy disclosures for investment (refer note-35.2)

For Financial instruments risk management objectives and policies (refer note-36)

*During the year, the Company has subscribed to 60% Equity Shares of "Ratnamani Trade EU AG" amounting to ? 535.06 Lakhs on December 18, 2024. Also the Company has subscribed to 100% Equity Shares of "Ratnamani Middle East Pipe Trading" amounting to ? 11.44 Lakhs on October 01,2024.

During the year, the Company acquired shares from the selling shareholders of Ravi Technoforge Private Limited ("RTL"- a subsidiary of the Company) as per the terms of the agreement dt. October 5, 2022. 41,22,000 shares for second tranche as mentioned in agreement have been acquired by the Company, against cash consideration at a price of ' 81 per share. The aggregate consideration for acquisition of the aforesaid shares works out to ' 3,338.82 lakhs. With the aforesaid acquisition of the shares, the total equity shareholding of the Company in RTL has increased from 53% to 80.017%, resulting in increase in its holding to 1,22,08,050 shares.

Investment in Ratnamani Finow Spooling Solutions Private Limited includes cost of stock options allocated to employees of subsidiary company.

** During the year, the Company has outstanding balance of loan amounting ' 3,200.00 Lakhs to Ratnamani Finow Spooling Solutions Private Limited and ' 1,400.00 Lakhs to Ravi Technoforge Pvt. Ltd. for its business purpose. The loan carries interest ranging from 9.00% to 9.50% (HDFC bank 3 M MCLR 50 bps) with reset at each quarter end.

***Deposits aggregating to ' 2,500.00 Lakhs (March 31,2024 : ' 2,500.00 Lakhs) are pledged / lien against bank overdraft facility.

Terms/Rights attached to Equity Shares

The Company has only one class of Equity Shares having a par value of ' 2 /- per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividend in Indian '. The dividend proposed by the Board of Directors is subject to approval of the Shareholders at the ensuing Annual General Meeting.

In the period of five years immediately preceding March 31 2025 :

Equity shares issued as bonus

Pursuant to the recommendation by the Board in its meeting held on May 18, 2022 and approval granted by the Shareholders of the Company on June 22, 2022 by Postal Ballot through remote e-voting, the Company has issued 2,33,64,000 fully paid-up bonus equity shares having face value of ' 2/- each in the ratio of 1:2 i.e. one bonus equity share for two fully paid up equity shares.

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 legal ownerships of shares.

Pursuant to the SEBI Order No.WTM/ASB/CFD/9 /2024 -25 dated October 21,2024 M. N. Sanghvi Family Trust (Acquirer) represented by Prakash M. Sanghvi jointly with Jayanti M. Sanghvi, the Trustees of M. N. Sanghvi Family Trust (Acquirer), acquired 3,65,62,649 Equity Shares (52.16%) from the existing Promoters.

a) Long Term Borrowings are secured by - i) a first pari passu charge on entire manufacturing movable fixed assets; ii) a first pari passu mortgage and charge on immovable properties situated at Indrad, Kadi and Anjar, Kutch all in the State of Gujarat; iii) a second pari passu charge on entire current assets in the form of inventories book-debts and all other movable assets.

External (Foreign) Commercial Borrowing of ' Nil (March 31,2024'1,086.47) carry interest @ 3 M Libor plus 100 basis point. The loan was repayable in 16 quarterly instalments between July 29, 2020 till April 29, 2024.

Term Loan of ' Nil Lakhs (March 31,2024'3,437.50) carry interest @ 3 M MCLR plus 15 basis point. The loan was repayable in 24 equal quarterly instalments between March 31,2021 till December 31, 2026. However the Company repaid the loan ahead of schedule during the year.

b) Short term Borrowings are secured by - i) a first pari passu charge on entire current assets in the form of inventories, book-debts, all other movable assets; ii) a second pari passu charge on entire manufacturing movables fixed assets; iii) a second pari passu mortgage and charge on immovable properties situated at Indrad, Kadi and Anjar, Kutch all in the State of Gujarat; iv) a Negative Lien on the agricultural lands, pending conversion to the non-agriculture status; v) a Negative Lien on leasehold interest on the immovable properties situate at GIDC Estate Chhatral, Taluka Kalol, District Gandhinagar.

Short term Borrowings from banks carries interest in the range of 0 to 12 month MCLR plus 25 to 50 basis point.

c) The bank overdrafts are secured by a portion of the Company's fixed deposits which carry interest @ 7.05% p.a (March 31,2024 @ 7.05%). The borrowings are payable on demand.

d) At March 31,2025 the Company has available fund based working capital limits from consortium banks aggregating to ' 14,900.00 Lakhs (March 31,2024 : ' 14,900.00 Lakhs) of undrawn committed borrowing facilities.

e) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.

f) The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

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

h) Term loans were applied for the purpose for which the loans were obtained.

B. Defined benefit plans:

The Company operates gratuity plan in the nature of defined benefit plan wherein every employee is entitled to the benefit as per scheme of the Company, for each completed year of service. The same is payable on retirement or termination whichever is earlier. The benefit vests only after five years of continuous service. The gratuity plan is governed by the payment of Gratuity Act,1972. The Company's gratuity plan is funded with Life Insurance Corporation of India and HDFC life.

The Company is exposed to the following risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.

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. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory guidelines which mitigate risk.

27 Stock Option Plans :

The Company vide special resolution passed by the Shareholders at their meeting held on August 27, 2024 approved grant of up to 36,00,000 options in one or more tranches to eligible employees of the parent company and its subsidiary (collectively, "eligible employees") under Ratnamani Employees Stock Option Scheme "RMTL ESOS 2024 Nomination & Remuneration Committee of the Board of the parent company (the "Committee") administers the ESOS 2024 plan and grants stock options to eligible employees. The Committee determines which eligible employees will receive options, the number of options to be granted, the exercise price, the vesting period and the exercise period. The vesting period is determined for all options issued on the date of grant. In accordance with the Scheme, the Nomination & Remuneration Committee of the Company at its meeting held on 14.11.2024 granted 4,31,224 Employee Stock Options ("ESOS 2024 ") at an exercise price of ' 2,635 /- per ESOS (priced at 25% discount on latest available closing market price of equity shares of the Company on 14.11.2024) with each Option exercisable into corresponding number of equity shares of face value of ' 2 /- each fully paid-up to the eligible employees of the Company and subsidiary company. The vesting period is spread over a period of 5 years with 20% Options vesting each year from the first anniversary of the grant, subject to vesting conditions. All Options upon vesting shall be exercisable during the exercise period of 1 (One) year.

The Options granted under the plan shall vest as per the schedule determined by the Board/Committee. There are no other vesting conditions, apart from service condition. In the case of termination of employment by the Company, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled.

Any remaining unvested Options (that have not vested in accordance with above) shall automatically lapse. The vesting date or conditions for vesting shall be specified in the option grant letter between each eligible employee and the Company, unless determined otherwise by the Board/ committee from time to time.

28 Commitments and Contingencies

a) Leases

Operating lease commitments — Company as lessee

The Company has entered into lease contracts for office premises, land and other properties on lease, with lease terms between one to ninety years. Generally, the Company is restricted from assigning and subleasing the leased assets. There are several lease contracts that include extension and termination options and variable lease payments, which are further discussed below.

The Company also has certain leases of office premises, land and other properties with lease terms of 12 months or less with low value. The Company applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases.

VI Method and assumptions used to estimate the fair value of options granted during the year

The fair value of services received in return for stock options granted to employees is measured by reference to the fair value of stock options granted. The fair value of stock options granted under the ESOS 2024 has been calculated using the Black Scholes Option Pricing model.

The estimated fair value of stock options is recognised in the statement of profit and loss on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in-substance multiple awards.

VII Assumptions

Stock Price: Closing price on National Stock Exchange one day prior to the date of grant has been considered

Expected Life: The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur.

Volatility: The expected price volatility is based on the historic volatility, adjusted for any expected changes to future volatility due to publicly available information

Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities

Exercise Price: Exercise Price of each specific grant has been considered.

Time to Maturity: Time to Maturity / Expected Life of options is the period for which the Company expects the options to be alive.

Expected dividend yield: Expected dividend yield has been calculated basis the last dividend declared by the company before the date of grant for one financial year.

Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year.

Note-(i) Excise/Custom duty/Service Tax demand comprise various demands from the Excise/Custom/Service Tax Authorities for payment of ' 3,676.86 Lakhs (March 31,2024'4,092.65 Lakhs). The Company has filed appeals against these demands. The Company is confident that the demands are likely to be deleted and accordingly no provision for liability has been recognized in the financial statements.

Note-(ii) The income tax department conducted search operations at the Offices & Plants of the Company during the period from November 23, 2021 to November 27, 2021.

Subsequently Income tax authority by its Assessment orders dated March 16, 2024 has raised certain demands of ' 746.29 Lakhs for the AY 2019-20, 2020-21 and 2022-23 against which the Company has preferred an appeal. The company has been legally advised that the demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

Note-(iii) The total Guarantees given amounts to ? 9,566.75 lakhs comprising of :

i) Guarantees amounting to ? 4,566.75 lakhs (Utilised ' 1,068.65 lakhs) issued in favour of Commissioner of customs in respect of goods imported.

ii) Guarantee in favour of Bank for ? 5,000.00 lakhs (Utilised ' 274.99 lakhs) for the purpose of availing banking facility by the subsidiary.

c) Capital Commitment

a) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for ' 13,167.75 Lakhs (March 31,2024'12,149.31 Lakhs).

b) The Company has imported raw materials under the advance authorisation scheme, whereby has an export commitment of ? 16,853.67 Lakhs (March 31,2024'4,926.48 Lakhs).

c) The Company has imported capital goods under EPCG scheme, whereby has an export commitment of ? 1,925.37 Lakhs (March 31,2024'12,012.45 Lakhs).

29 The Company has incurred premium expenses of ' 58.57 Lakhs (March 31,2024'139.83 Lakhs) on Key Man Insurance Policy and term plan policy of Chairman and Managing Director, Joint Managing Director and Whole-Time Director, which is included in insurance expenses.

30 During the year ended March 31, 2025'2,659.10 Lakhs (March 31, 2024 ' 1,149.11 Lakhs) was recognised as an expense for inventories carried at net realisable value.

31 Segment Information

The Company has presented segment information in the consolidated financial statements which are presented in the same report. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments are presented in these standalone financial statements.

32 Related Party Disclosures

As required by Indian Accounting Standard - 24 "Related Parties Disclosures" the disclosure of transactions with related parties are given below :

A Relationships

(a) Subsidiaries

- Ratnamani INC, USA (Wholly Owned Foreign Subsidiary Company)

- Ravi Technoforge Pvt Ltd.

- Ratnamani Finow Spooling Solutions Pvt Ltd. (w.e.f. September 27, 2023)

- Ratnamani Middle East Pipe Trading-L.L.C.-O.P.C. (Wholly Owned Foreign Subsidiary Company) (w.e.f. October 01,2024)

- Ratnamani Trade EU AG (w.e.f. December 18, 2024)

Derivatives designated as hedging instruments Cash flow hedges Foreign currency risk:

Foreign exchange forward contracts are designated as hedging instruments in cash flow hedging against principal and interest repayment of external commercial borrowings. The foreign exchange forward contract balances vary with the level of expected foreign currency fluctuations and changes in foreign exchange forward rates.

Terms and conditions of transactions with related parties

Outstanding balances at the year-end are unsecured and settlement occurs in cash. For the year ended March 31,2025 and March 31,2024 the Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken at each financial year through examining the financial position of the related party and the market in which the related party operates.

The cumulative effective portion of gains or losses arising from changes in fair value of hedging instruments designated as cash flow hedges are recognised in cash flow hedge reserve. Such changes recognised are reclassified to the statement of profit and loss when the hedged item affects the profit or loss or are included as an adjustment to the cost of the related non-financial hedged item.

The Company has designated certain foreign currency forward contracts, interest rate swaps and interest rate caps and collars as cash flow hedges in respect of foreign exchange and interest rate risks.

The financial instruments are categorised in to three levels, based on the inputs used to arrive at fair value measurement as described bellow :

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

- Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

- Level 3 — Inputs based on unobservable market data.

Valuation Methodology

Financial instruments are initially recognised and subsequently re-measured at fair value as described below :

The fair value of investment in quoted Mutual Funds is measured at quoted price/ NAV.

The derivatives are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity.

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

36 Financial Instruments Risk Management Objectives and Policies

The Company's principal financial liabilities, other than derivatives, comprise borrowings, lease liabilities and trade & other payables. The main purpose of these financial liabilities is to finance the Company's operations and to support its operations. The Company's principal financial assets include investments, loans given, trade and other receivables and cash & term deposits that derive directly from its operations.

The Company's activities expose it to market risk, credit risk and liquidity risk. In order to minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency exposures and interest rate swaps to hedge certain variable interest rate exposures. Derivatives are used exclusively for hedging purposes and not as trading / speculative instruments.

The Company's risk management is carried out by the corporate finance under policies approved by the Board of directors. The corporate finance identifies, evaluates and hedges financial risks in close co-operation with the Company's Business Heads. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

The corporate finance function reports quarterly to the Company's Audit committee, that monitors risks and policies framed to mitigate risk exposures.

(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 commodity risk. Financial instruments affected by market risk include borrowings, deposits, Investments, trade and other receivables, trade and other payables and derivative financial instruments.

The potential economic impact, due to these assumptions and current situation, is based on the occurrence of adverse / inverse market conditions and reflects estimated changes resulting from the sensitivity analysis. Actual results that are included in the Statement of Profit and Loss may differ materially from these estimates due to actual developments in the global financial markets.

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 is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long term debt obligations with floating interest rates and period of borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowing. In certain cases the Company enters into interest rate swap contracts or interest rate future contracts to manage its exposure to changes in the underlying benchmark interest rates.

If interest rates had been 50 basis points higher and all other variables were held constant, the Company's profit and equity for the year ended March 31,2025 would decrease by ' Nil Lakhs (March 31,2024 : ' 21.13 Lakhs). This is mainly attributable to variable interest rates on long term borrowings.

ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The Company enters into forward exchange contracts to hedge against its foreign currency exposures relating to the recognised underlying assets/liabilities and firm commitments. The Company does not enter into any derivative instruments for trading or speculative purposes.

The above table represents total exposure of the Company towards foreign exchange denominated assets and liabilities. The details of exposures hedged using forward exchange contracts are given as a part of note 34.

The Company is mainly exposed to changes in USD and EURO. The below table demonstrates the sensitivity to a 5% increase or decrease in the USD and EURO against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management's assessment of reasonably possible change in foreign exchange rate.

iii) Other price risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments and bonds. The Company is exposed to price risk arising mainly from investments in mutual funds recognised at FVTPL. As at March 31,2025 the carrying value of such instruments recognised at FVTPL amounts to ' 17,949.99 Lakhs (March 31,2024'8,821.27 Lakhs). The details of such investments in mutual funds is given in note 4.

The management expects that the exposure to risk of changes in market rates of these mutual funds is minimal.

(b) Credit Risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. Credit risk arising from investment in mutual funds, derivative financial instruments and other balances with banks is limited and there is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by the international credit rating agencies.

Credit risk arising from trade receivables is managed in accordance with the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive evaluation and individual credit limits are defined in accordance with this assessment.

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.

Concentrations of Credit Risk form part of Credit Risk

During the year ended March 31,2025, sales to a customer approximated ' 61,715.37 Lakhs (or 12.64% of net revenue) and during the year ended March 31, 2024, sales to such customer approximated ' 56,819.24 Lakhs (or 11.82% of net revenue). Accounts receivable from such customer approximated ' 22,721.86 Lakhs (or 17.58% of total receivables) at March 31,2025 and ' 11,549.92 Lakhs (or 12.89% of total receivables) at March 31,2024. A loss of this customer could significantly affect the operating results or cash flows of the Company.

The Company generally extends a credit period of 0 to 180 days.

(c) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including, debt and overdraft / credit facilities from both domestic and international banks at an optimised cost. It also enjoys strong access to domestic capital markets across equity.

37 Capital Management

For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options.

The Company estimates the amount of capital required on the basis of annual business and long term operating plans which includes capital and other strategic investments. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long term financial plans.

As at 31^st March, 2025, the Company meets its capital requirement through equity and borrowings from banks. The Company monitors its capital and debt on the basis of debt to equity ratio.

44 Other Statutory Information

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

ii) No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.

iii) 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.

iv) 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.

v) The Company does not have 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).

vi) 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.

vii) The Company does not have any transactions with companies which are struck off.

viii) The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

ix) The Company has been maintaining its books of accounts in the SAP which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021.The Company has preserved Audit trail as per statutory requirements for record retention.