15.2 Terms / Rights attached to Equity Shares :

The company has only one class of equity shares having a par value of Rs. 10 per share (Previous Year Re. 10 Each). Each shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts in proportion to their shareholding.

A. 5% Non Convertible, Non Cumulative Redeemable Preference Shares

Preference Shares are Non Convertible, Non Cumulative, Redeemable and have a par value of Rs.10/- per share. Each Preference Shareholder is eligible for one vote per share only on resolution affecting their rights and interest. Shareholders are entitled to dividend at the rate of 5% p.a. which is non cumulative. In the event of liquidation of the Company, before redemption, the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

The Company has allotted 50,00,000 ,5% Non Convertible, Non Cumulative, Redeemable Preference Shares of Rs. 10/-each on 8th October 2012. The preference shares are redeemable at par , not being after 20 years from the date of allotment.

B. 2% Non Convertible, Non Cumulative Redeemable Preference Shares

Preference Shares are Non Convertible, Non Cumulative, Redeemable and have a par value of Rs.10/- per share. Each Preference Shareholder is eligible for one vote per share only on resolution affecting their rights and interest. Shareholders are entitled to dividend at the rate of 2% p.a. which is non cumulative. In the event of liquidation of the Company before redemption the holders of preference shares will have priority over equity shares in the payment of dividend and repayment of capital.

The Company has allotted 54,00,000 ,2% Non Convertible, Non Cumulative, Redeemable Preference Shares of Rs. 10/-each at a premium of Rs. 40/- per share on 27th March 2015 and 6,00,000 Shares on 14th May, 2015. The preference shares shall be redeemed at Rs. 80/-(Rupees Eighty only) after the end of fifth year but within a period of 20 years either in one or more than one trenches as may be determined by the board of directors of the company in its absolute discretion.

a. Working Capital Loans from Banks amounting to Rs.19345.30 lacs (Pre. Year Rs.19927.61 lacs ) are secured by hypothecation of stock of raw materials, work in process, finished goods, other current assets and charge on book debts, second pari passu charge on the Property ,plant & equipment (both present and future) of the company, extension of equitable mortgage of the immovable properties situated at Industrial Area Pithampur and Kelodhala, Dewas Naka, Indore and personal guarantee of Mr. Mukesh Sangla and Mr. Saurabh Sangla, Directors of the company and Mrs. Monika Sangla and Corporate Guarantee of M/s Kamdeep Marketing Private Limited.

First pari passu charge of consortium banks by way of equitable mortgage on Immovable property situated at Survey No. 314/2 situated at Kelodhala, Dewas Naka, Indore and Immovable property situated at Survey No. 314/3 situated at Kelodhala, Dewas Naka, Indore and further ; First charge of consortium banks by way of equitable mortgage ranking pari passu with SVC Bank on Immovable property situated at Block No. 1, Khajrana, 1307/2, Gulmohar Colony, Indore, Office Premises situated at 114-116 Trade House, 14/3 South Tukoganj, Indore and Office Premises situated at 315-316 Trade House, 14/3 South Tukoganj, Indore

b. The Compnay has availed channel finance facility fron Standard Chartered Bank, interest @ 1 MONTH MIBOR 4.97% P,A, The said facility oustanding as at 31st March, 2024 Rs 353.32 lacs (Pre.Year Rs.352.76) is without any Guarantee & security.

c. The Compnay has taken unsecured Purchase Invoice discounting facility to the extent of Rs 300 lacs from Unity Small finance bank ,interest @ 11.50% P.A .The said facility oustanding as at 31st March, 2024 Rs 300.44 Lacs (Pre.Year Rs.300 Lacs).The Demand Promissory note & Personal guarantee of Mr Mukesh Sangla & Saurabh sangla is given against this facility.

d. The company has availed unsecured trade discounting to the extent of 5200 lakhs at the M1 Plateform.The rate of discounting (interest) varied on each transaction & depends on the lowest bid of the particiapating bank.The said facility oustanding as at 31st March, 2024 Rs 5014.73 lakhs (Pre.Year Rs.872.02 Lacs).

e. The Compnay has taken unsecured Purchase Invoice discounting facility to the extent of Rs 1000 lacs from Aditya Birla Finance ltd ,interest @ STRR- 8% P.A .The said facility oustanding as at 31st March, 2024 Rs.986.85 (Pre.Year Rs.997.92 Lacs).Personal guarantee of Mr Mukesh Sangla & Saurabh sangla is given against this facility.Lien Marked is also provided to Aditya Birla Finance ltd on Aditya Birla Sun Life floating rate Mutual Fund of Rs 100 Lacs.

f. The Compnay has taken unsecured Purchase Invoice discounting facility to the extent of Rs 1000 lacs from Cholamandalam Investment & Finance Company Ltd. ,interest @ "Chola Reference Rate - 5.28% P.A" .The said facility oustanding as at 31st March, 2024 Rs.403.69 (Pre.Year Rs.Nil).Post dated Cheques is given against this facility.Lien Marked is also provided to Cholamandalam Investment & Finance Company Ltd on Fixed Deposit of Rs 150 Lacs.

1. The company does not expect any reimbursement in respect of the above contingent liabilities.

2. It is not practical to estimate the timing of cash outflow if any, in respect of matter (a) above pending resolution of the appellate proceedings. Further the liability mentioned in (a) above includes interest except in cases where the company has determined that the possibility of such levy is remote.

Secured Long term borrowing aggregating to Rs 4374.46 Lacs (Previous Year Rs. 5967.45 Lacs) including interest accrued Rs. Nil/- (Previous year Rs. Nil) are further secured by personal guarantee of directors Mr. Mukesh Sangla, Mr. Saurabh Sangla and others. Corporate guarantee of Kamdeep Marketing Private Limited is given to consortium member banks.

(b) Interoperate Deposits amounted Rs. Nil (Previous Year Rs. 300 lacs) are repayable by the end of 2025. The rate of interest is 9% P.A (Previous Year 9 % P.A).The interoperate deposit is brought in as stipulated by the Banks under their sanction of working capital facilities.

(c) Loan from related party amounted Rs. 607.30 lacs (Previous Year Rs. 301.00 lacs) are repayable by the end of 2025. The rate of interest is 9% P.A (Previous Year 9 % P.A).The Loan from related party is brought in as stipulated by the Banks under their sanction of working capital facilities.

(d) Loan from Others amounted Rs. 314.50 (Previous Year Rs. Nil) is taken from Oxyzo Financial Services Pvt. Ltd. Repayable in 18 monthly installments of 31.00 lacs (including interest) commencing from September 2023 and last Installment due in February 2025, Rate of Interest "14.20% p.a." (Pre. Yr. Nil) as at the end of year.

b. Leave Encashment

Liability in respect of leave encashment is determined using actuarial valuation carried out as at Balance sheet date.Acturial gain & losses are recognized in full in statement of Profit & loss for the year in which they occur. Liability on account of leave encashment as at the year end RS. 79.81 lacs (P.Y Rs.83.86 Lacs).

Note 45 (a) 'Financial risk management objectives and policies Risk management framework

The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's primary risk management focus is to minimize potential adverse effects of risks on its financial performance. The Company's risk management assessment policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management of these policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the Audit Committee are responsible for overseeing these policies and processes. a) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates (currency risk) and interest rates (interest rate risk), will affect the companies income or value of it's holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. i) Interest rate risk

Interest rate risk is the risk the the fair value or future cash flow of a financial instrument will fluctuate because of changes in market interest rate. Fair value interest rate risk is the risk of changes in fair value of fixed interest bearing financial instrument because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing financial instrument will fluctuate because of fluctuations in the interest rates.

The Company's exposure to the risk of changes in market interest rates relates primarily to the borrowing from banks and others. Currently company is not using any mitigating factor to cover the interest rate risk.

Interest rate sensitivity

The Company has taken Intercorporate loan at fixed rate of interest and are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS - 107, since neither the carrying amount nor the future cash flow will fluctuate because of change in market interest rate.

The sensitivity analysis below have been determined based on exposure to interest rates (variable) for borrowing at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in case of term loans that have floating rates. If the interest rates had been 1% higher or lower and all the other variables were held constant, the effect on Interest expense for the respective financial years and consequent effect on companies profit in that financial year would have been as below:

ii) Foreign currency risk

The Company enters into transactions in currency other than its functional currency and is therefore exposed to foreign currency risk. The Company analyses currency risk as to which balances outstanding in currency other than the functional currency of that Company. The company enters in to derivative financial instrument such foreign currency forward contract and option contracts to mitigate the risk of changes in exchange rate on foreign currency exposure.

Sensitivity to foreign currency risk

The following table demonstrates the sensitivity in the USD currencies if the currency rate is increased/(decreased) by 1% with all other variables held constant. The below impact on the Company's profit before tax is based on changes in the fair value of unhedged foreign currency monetary assets and liabilities at balance sheet date:

(b) Credit risk

"Credit risk is the risk that arises from the possibility that the counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

Financial assets that are subject to such risk, principally consist of trade receivables, Investments and loans and advances. None of the financial insturments of the company results in material concentration of credit risk.

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 recognised in the Statement of Profit and 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."

"Trade and other receivables

Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine expected credit losses. Historical trends of impairment of trade receivables do not reflect any significant credit losses. Impaired amounts are based on lifetime expected losses based on the best estimate of the management. Further, management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances. The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows. "

Investments

The Company limits its exposure to credit risk by generally investing in counter -parties that have good credit rating . The Company does not expect any losses from non-performance by these counter-parties apart from those already given in financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

Cash & Cash Equivalents

The Company holds cash & cash equivalent with credit worthy banks of RS. 24.26 lacs as at 31st March 2024 & RS. 135.35 lacs as at 31st March 2023The credit worthiness of such banks is evaluate by management on an ongoing basis and is considered to be good.

(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 has obtained fund and non-fund based working capital lines from various banks. The company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, process and policies related to such risk are overseen by senior management. Management moniters the company's net liquidity position through rolling forecasts on the basis of expected cash flows."

46 .Capital 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.

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.

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

Note 47. Financial Instruments by Category and fair value heirarchy

"Set out below, is a comparison by class of the carrying amounts and fair value of the Company's financial instruments, other than those with carrying amounts that are reasonable approximations of fair values.

The fair values of the financial assets and financial liabilities included in the level 2 and level 3 categories have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties."

"To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Ind AS. An explanation for each level is given below.

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: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable."

48. Pursuant to disclosure pertaining to Section 186 (4) of the Companies Act, 2013

a. Investment made and outstanding as at the year end is classified under respective heads.

b. Guaranties/Securities given & o/s as at the end of the year are nil (PY. Nil).

49. Information relating to derivative instruments :-

a. The Company has no foreign currency/forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The company does not use forward contracts for speculative purposes.

50. Interest Income Rs 126.26 Lacs (Pre. Year Rs.102.55 Lacs) included in Interest Received (Note 29 Other Income) represents interest earned on FDRs pledged with banks for various credit facilities availed by the company.

54. Additional Regulatory Information

• The company has not granted Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are: (a) repayable on demand or (b) without specifying any terms or period of repayment.

• The company neither have any Benami property nor any proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

• The company is not declared wilful defaulter by any bank or financial Institution or other lender.

• 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.

• The company has no subsidiary Company hence compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017 is not applicable.

•(A) The company has not advanced or loaned or invested funds (either 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

(i) 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

(ii) 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

(i) 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

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

• The Company does not have any 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).

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

56. Dividend Paid during the year ended march 31, 2024 include an amount of Rs. 0.50 per equity share towards final dividend for the year ended march 31, 2023 dividend paid by the company are based on profit available for distribution.

57. Previous year's figures are regrouped / rearranged wherever considered necessary to make them comparable with current year's figures.