(e) Out of the above issued shares, the Company has only one class of equity shares having a par value of '1/- each. Each holder of equity shares is entitled to one vote per share and eligible to receive dividend. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount in proportion of their shareholding.

(h) Dividend:

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company's Board of Directors.

The Company declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

During the year ended March 31, 2024, the Company paid the final dividend of '1.10 ( Previous year '1) per equity share (110%) for the year ended March 31, 2023.

The Board of Directors, at their meeting held on May 17, 2024 recommended a final dividend of '1.10 per equity share (110%) for the year ended March 31, 2024, subject to approval of shareholders. On approval, the dividend outgo is expected to be '697.17 lakhs based on number of shares outstanding.

(i) Buyback:

The Board of Directors at their meeting held on September 9, 2022, approved the Buyback of 39,60,000 fully paid up equity shares (Maximum Buyback Shares) of face value of '1/- each at a price not exceeding '75/-(Rupees Seventy Five Only) per Equity Share for an aggregate maximum amount not exceeding '2,970.00 Lakhs (Rupees Twenty Nine Crores and Seventy Lakhs only), under the open market route. Subsequent to the Board Meeting, the Company obtained the approval of Shareholders for Buyback through postal ballot on October 17, 2022 result of which was announced on October 19, 2022. The Public Announcement dated October 20, 2022 was published on October 21, 2022 and the Draft Letter of Offer was filed with SEBI on October 22, 2022.

The Company has bought back 13,29,000 Equity shares from April 1, 2023 to May 3, 2023 under Buyback offer through open market for a total consideration of '935.85 Lakhs from its own fund . In accordance with section 69 of the Companies Act, 2013, as at March 31 2024 the company has created 'Capital Redemption Reserve' of '13.29 Lakh equal to the nominal value of the share bought back as an appropriation from Securities Premium.

(j) No shares were allotted as fully paid up by way of bonus shares or pursuant to contract without payment being received in cash during the last five years ended on March 31, 2024 (Previous year Nil). Further, 41,21,000 equity shares were bought back by the Company during the last five years ended on March 31, 2024 (Previous year 27,92,0 0 0 equity shares).

Notes:

i) General Reserve - General reserve is a free reserve and can be utilised for any general purpose like issue of bonus shares, payment of dividend, buy back of shares etc.

ii) Securities Premium - The amount received in excess of the par value has been classified as Securities premium.

iii) Retained earnings - Retained earnings represents the amount of accumulated earnings of the Company.

iv) Capital Reserve - The amount represents capital subsidy received from Government of Maharashtra.

v) Employee share options - This reserve relates to stock options granted by the Company to specified employees under ICL Employee Stock Option Plan 2020. This reserve is transferred to secutiries premium or retained earnings on exercise or lapsed of vested option.

vi) Capital Redemption Reserve - This reserve is created for an amount equal to the nominal value of shares bought back. This reserve shall be utilised in accordance with the provision of the Act.

Nature of securities

Working Capital facility from Banks are secured by hypothecation of Company's entire stock, book debts and other current assets both present and future and also secured by first charge on fixed assets (i.e. Property, plant and equipments) of the Company including land and building (both units at Aurangabad and Falta). This is further secured by personal guarantee by one of the directors of the Company.

Vehicle Finance Loan refer note no. 20(a)(i).

LAS facilities from Bajaj Finance Limited and Deutsche Investments India Pvt. Ltd. are secured by pledged of some of the equity shares (Refer Note No. 6(i) & 6(ii)).

* The Company's pending litigation comprises of claim against the Company and proceeding pending against tax/statutory/ Government authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, and disclosed the contingent liabilities, where applicable, in its Financial Statements. The Company does not expects the outcome of these proceedings to have a material impact on its financial position. Future cash outflows in respect of a(i) above are dependent upon the outcome of judgments / decisions.

Sensitivity analysis indicates the influence of a reasonable change in certain significant assumptions on the outcome of the Present value of obligation (PVO) and aids in understanding the uncertainty of reported amounts. Sensitivity analysis is done by varying one parameter at a time and studying its impact.

*Included in "Salaries, Wages and Bonus" and "Contribution to Provident Fund, Gratuity and Other Funds" under "Employee benefits expense" on Note 33.

The expected return on Plan Assets is based on the actuarial expectation of the average long-term rate of return expected. The discount rate is based on the prevailing market yields on Government bonds as at the balance sheet date.

H. Risk Exposure:

Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long term obligations to make future benefit payments: i) Liability Risks

a) 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 neutralize valuation swings caused by interest rate movements.

Hence companies are encouraged to adopt asset-liability management.

b) Discount Rate Risk

Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.

c) 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 a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainities in estimating this increasing risk.

ii) Assets Risks

All plan assets are maintained in a trust fund managed by a public sector insurer viz; LIC of India. LIC has a sovereign guarantee and has 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.

7 Segment Reporting disclosures as per Ind AS-108 "Operating Segments":

Operating Segments:

(a) Conveyor Belting (b) Wind Energy (c) Trading Goods and (d) Investment Identification of Segments:

The chief operating decision maker monitor the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/services and have been identified as per the quantitative criteria specified in the Ind AS.

During the previous year, the Company had identified 'Investments' as a separate business segment. It was based on internal reorganization of its business segments, increased focus and business review carried out by the Managing Director (Chief Operating Decision Maker CODM) of the Company. The Investment segment comprises of Investment in equity instruments, mutual funds and inter corporate deposits given by the company etc.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property, plant and equipments, investments, loans, trade and other recievables, cash and cash equivalents, bank balance other than cash and cash equivalents etc. Segment liabilities primarily includes trade payables, borrowings and other liabilities.

Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets/ liabilities.

B. Fair value hierarchy

The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values :

Fair value of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, other financial assets, short term loans, borrowings from banks and others, trade payables and other financial liabilities approximate their carrying amounts due to the short-term maturities of these instruments.

The Company uses the following fair value hierarchy for determining and disclosing the fair value of financial instruments:

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 or indirectly.

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

The following tables provide the fair value hierarchy of the Company's assets and liabilities measured at fair value on a recurring basis:

12 Financial risk management objectives and policies

The Company's principal financial liabilities includes borrowings, trade payables and other financial liabiltiies. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include trade receivables, cash and cash equivalents and other financial assets that derive directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk. The Company's senior management oversees the management of these risks and the appropriate financial risk governance framework for the Company. The senior management provides assurance that the Company's financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist team that have the appropriate skills, experience and supervision. It is the Company's policy that derivatives are used exclusively for hedging purposes and not for trading or speculative purposes.

The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below :

(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 risks, such as regulatory risk and commodity price risk.

(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'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. The Company is exposed to fluctuations in interest rates in respect of rupee borrowings which is disclosed in Note 20 and 23.

A change of 100 basis points in interest rate at the reporting date would have increased / (decreased) profit by '124.54 Lakh. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate borrowings.

The Company carries borrowings at amortised cost and hence, change in the interest rate at reporting date does not affect statement of profit or loss.

(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 foreign currency transactions. This foreign currency risk is covered by using foreign exchange forward contracts.

Foreign currency sensitivity

1% increase or decrease in foreign exchange rates will have no material impact on Profit.

Derivative Instruments and unhedged foreign currency exposure.

(a) Derivative contracts outstanding : Nil (Previous year Nil)

(iii) Other price risk

The Board of Directors reviews and approves equity investment decisions. Company's equity risk exposure is limited to cost and these are subject to impairment testing as per the policies followed in this respect. Accordingly, other price risk is not expected to be 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 impairment for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each balance sheet date.

Financial assets are written off when there is no reasonable expectation of recovery, however, the Company continues to attempt to recover the receivables. Where recoveries are made, these are recoginsed in the Statement of Profit and Loss.

(i) Trade receivables

Customer credit risk is managed based on Company's established policy, procedures and control relating to customer credit risk management.

Trade receivables are non-interest bearing and are generally on credit terms of 3 to 60 days.

An impairment analysis is performed at each balance sheet 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 maximum exposure to credit risk at the balance sheet date is the carrying value of each class of financial assets disclosed in note no. 12.

The ageing analysis of the receivables (gross) has been disclosed in Note 12.

Credit risk from balances with banks is managed in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties.

The Company's maximum exposure to credit risk for the components of the balance sheet as at March 31, 2024 and March 31, 2023 is the carrying amounts as stated in note no. 13 and 14.

(c) Liquidity risk

The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of cash credit facilities and short term loans.

The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payment :

(d) Capital Management (i) Risk Management

For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders of the Company. The Company's objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns to shareholders and other stake holders and maintain an optimal capital structure to reduce the cost of Capital.

The Company manages its capital structure and makes adjustments in light of changes in the financial condition and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders (buy back its shares) or issue new shares.

In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The Company has complied with these covenants.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2024 and 31st March, 2023.

The Board of the Company approved an ESOP scheme called 'ICL Employee Stock Option Plan 2020' and the scheme became effective from December 24, 2020. The objectives of the scheme are to reward key and senior employees for their association with the Company, their performance as well as to attract, retain and reward employees to contribute to the growth and profitability of the Company.

The options granted under this scheme to eligible employees vest over a period of one year to four years. The options have to be exercised by the employees within the stipulated exercise period.

In the event of resignation, all unvested options shall lapse and options vested can be exercised before the last working day.

The fair value at the grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the options, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

iv) Disclosure required under Additional regulatory information as prescribed under paragraph WB to general instructions for preparation of Balance Sheet under Schedule III to the Companies Act, 2013 are not applicable to the Company except as disclosed in Para 14(i) to (iii) above.

15 The previous year's figures have been rearranged wherever necessary to make them comparable with those of the current years'

figures. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.