RBZ Jewellers Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

3.18. Provisions and Contingencies

Provisions are recognised when the Company
has a present obligation (legal or constructive) as
a result of a past event, and it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of the
obligation.

The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation.

When the Company expects some or all of a
provision to be reimbursed from third parties,
for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but
only when the reimbursement is virtually certain that
reimbursement will be received and the amount of
the receivable can be measured reliably. The expense
relating to a provision is presented in the statement
of profit or loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the
increase in the provision due to the passage of time
is recognised as a finance cost.

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognised because it is not probable that
an outflow of resources will be required to settle
the obligation. A contingent liability also arises
in extremely rare cases where there is a liability

that cannot be recognised because it cannot be
measured reliably. The Company does not recognize
a contingent liability but discloses its existence in the
financial statements.

Contingent assets are not recognised but disclosed in
the financial statements when an inflow of economic
benefits is probable.

3.19. Segment Reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to
the chief operating decision maker.

3.20. Cash flow statement

Cash flows are reported using indirect method,
whereby net profits before tax are adjusted for the
effects of transactions of a non-cash nature and any
deferrals or accruals of past or future cash receipts
or payments and items of income or expenses
associated with investing or financing cash flows.
The cash flows from regular revenue generating
(operating activities), investing and financing
activities of the Company are segregated.

3.21. Events occurring after the reporting period

The Company evaluates events and transactions that
occur subsequent to the balance sheet date but prior
to the approval of financial statements to determine
the necessity for recognition and/or reporting of
subsequent events and transactions in the financial
statements.

4. Critical accounting estimates and
assumptions

The preparation of Ind AS Financial Statements in
conformity with Ind AS requires the management to
make judgments, estimates and assumptions that affect
the application of accounting policies and the reported
amounts of assets, liabilities, the disclosures of contingent
assets and contingent liabilities at the date of Ind AS
Financial Statements, income and expense during the
period. The estimates and associated assumptions are
based on historical experience and other factors that
are considered to be relevant. However, uncertainty
about these assumptions and estimates could result in
outcomes that require material adjustment to the carrying
amount of the asset or liability affected in future periods.
Estimates and underlying assumptions are reviewed on
an on-going basis. Revisions to accounting estimates
are recognized in the periods in which the estimates are
revised and in future periods which are affected.

In the process of applying the Company''s accounting
policies, management has made the following
judgments and estimates, which have the most
significant effect on the amounts recognized in the
Ind AS Financial Statements.

The following are areas involving critical estimates
and judgments:

Judgements:

• Taxes

• Contingencies

• Leases
Estimates:

• Property, Plant & Equipment

• Employee benefit plans

• Fair value measurement of financial instruments

• Allowance for uncollectible trade receivables /

loans

(a) Taxes

Significant management judgement is required to
determine the amount of deferred tax assets that
can be recognised, based upon the likely timing
and the level of future taxable profits together with
future tax planning strategies, including estimates
of temporary differences reversing on account of
available benefits from the Income Tax Act, 1961.

Deferred tax assets are recognized for unused tax
credits to the extent that it is probable that taxable
profit will be available against which the losses can
be utilized. Significant management judgment is
required to determine the amount of deferred tax
assets that can be recognized, based upon the likely
timing and the level of future taxable profits together
with future tax planning strategies.

(b) Contingencies

In the normal course of business, contingent liabilities
may arise from litigation and other claims against
the Company. Potential liabilities that are possible
but not probable to crystallize or are very difficult to
quantify reliably are treated as contingent liabilities.
Such liabilities are disclosed in the notes but are
not recognised. Potential liabilities that are remote
are neither recognized nor disclosed as contingent
liability. The management judgement is involved in
classification under ''remote'', possible'' or ''probable''

which is carried out based on expert advice, past
judgements, experiences etc. [Refer note 26].

(c) Leases

The Company recognizes the leased asset as well
as a liability equal to the present value of the lease
payments. To calculate the present value of the
lease payments, the Company uses the incremental
borrowing rate or the rate of interest that would
have been charged if the Company had borrowed
the funds to purchase the asset. Identifying the
incremental borrowing rate requires judgment and
may involve assessing factors such as the Company''s
creditworthiness, market conditions, and the terms
of the lease.

(d) Property, Plant & Equipment

(i) Impairment

The value in use calculation requires the
directors to estimate the future cash flow
expected to arise from the cash-generating
unit and a suitable discount rate in order to
calculate present value. Where the actual
future cash flows are less than expected, an
impairment loss which is material in nature is
accounted for.

(ii) Useful lives

The Company reviews the useful life of
property, plant and equipment at the end of
each reporting period. This assessment may
result in change in the depreciation expense in
future periods.

(e) Employee benefit plans

The present value of obligations under defined benefit
plan and other long term employment benefits is
determined using actuarial valuations. An actuarial
valuation involves making various assumptions=
that may differ from actual development in the
future. These include the determination of the
discount rate, future salary escalations, attrition
rate and mortality rates Due to the complexities
involved in the valuation and its long term nature,
these obligations are highly sensitive to changes in
these assumptions. All assumptions are reviewed at
each reporting date. Information about the various
estimates and assumptions made in determining
present value of defined benefit obligation is
disclosed in note 30.

(f) Fair value measurement of financial instruments

When the fair values of financial assets and financial
liabilities recorded in the Balance Sheet cannot
be measured based on quoted prices in active
markets, their fair value is measured using valuation
techniques. The inputs to these models are taken
from observable markets where possible, but where
this is not feasible, a degree of judgment is required
in establishing fair values. Judgments include
considerations of inputs such as liquidity risk, credit
risk and volatility. Changes in assumptions relating
to these factors could affect the reported fair value
of financial instruments.

(g) Allowance for uncollectible trade receivables /
loans

The Company has used a practical expedient by
computing the expected credit loss allowance
for trade receivables / loans based on a provision
matrix considering the nature of receivables and
the risk characteristics. The provision matrix takes
into accounts historical credit loss experience
and adjusted for forward looking information.
The expected credit loss allowance is based on the
ageing of the day of the receivables are due and the
rates as given in the provision matrix.

(v) In the period of five years immediately preceding March 31, 2025:

During the period of five financial years immediately preceding the Balance Sheet date

i) In pursuance of resolution passed at EGM held on March 30, 2023, the Company has issued and allotted 2,60,00,000 fully
paid up equity shares by way of bonus issue in the proportion of 26 no of equity shares for every 4 no of equity shares
held by each shareholders.

ii) In pursuance of resolution passed at EGM held on March 10, 2021, the Company has bought back 1,81,800 fully paid up
equity shares.

iii) The Company has not allotted any equity shares pursuant to any contract without payment being received in cash.

Notes :

(a) It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution
of the respective proceedings.

(b) The Company has received an Assessment order dated March 26, 2025, under section 143(3) read with section 144B of
Income Tax Act, 1961 for the income tax return filed for the financial year 2022-23 (A.Y.2023-24), wherein certain additions/
disallowances with respect to returned income have been proposed by the assessing officer. The demand of '' 25.28 crores
raised under section 156 of the Income-Tax Act, 1961 which is mainly on account of treating the issuance of bonus share as
unexplained u/s 68 of the Income Tax Act, 1961.

The Company has filed an appeal against the impugned order before the Commissioner of Income Tax (Appeal) on March 31,
2025. The Company has provided written submission in response to the hearing before the Commissioner of Income Tax
(Appeal) u/s 250 of the Act, 1961 on April 30, 2025. The Company is awaiting further proceedings from the department.

(c) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(d) The Company believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s
financial position and results of operations.

Note 28 : Foreign Exchange Derivatives and Exposures not Hedged

Foreign exchange derivatives are financial instruments used by the Company to hedge its exposure to currency fluctuations related
to its foreign currency transactions and balances. Unhedged foreign currency exposures arise when such transactions or balances
are not covered by a derivative contract or natural hedge.

For the year ended March 31,2025, the Company has not entered into any foreign exchange derivative contracts. Further, there are
no foreign currency exposures that remain unhedged as at March 31,2025.

Note 29 : Segment Reporting

Identification of Segments:

The chief operational decision maker monitors the operating results of its Business segment separately for the purpose of making
decision 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 segment have been identified on the basis of nature

Note:

(a) Employees of the Company receive benefits from a provident fund, which is a defined contribution plan. The eligible employees
and the Company make monthly contributions to the provident fund plan equal to a specified percentage of the employees''
salary. Amounts collected under the provident fund plan are deposited in a government administered provident fund.
Employees of the Company receive benefits from a government administered provident fund, which is a defined contribution
plan. The Company has no further obligation to the plan beyond its monthly contributions. Such contributions are accounted
for as defined contribution plans and are recognised as employee benefits expenses when they are due in the Statement of
profit and loss.

(b) The Company''s Employee State Insurance Fund, for all eligible employees, is administered by ESIC Corporation. The Company is
required to contribute specified amount to ESIC Corporation and has no further obligations to the same beyond its contribution.

B. Defined Benefit Plans:

The Company has following post employment benefit plans which are in the nature of defined benefit plans:

(a) Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who
are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/
termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied
for the number of years of service.

Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary,
at each Balance Sheet date using the projected unit credit method.

The Company recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and
losses through re-measurements of the net defined benefit liability/(asset) are recognized in other comprehensive income
and are not reclassified to profit or loss in subsequent periods. The actual return of the portfolio of plan assets, in excess
of the yields computed by applying the discount rate used to measure the defined benefit obligations recognized in
other comprehensive income.

Risks associated to the defined benefit plans:

1. 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.

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

3. 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.

4. 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.

5. 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.

6. 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.

(b) Other Long term employee benefit plans:

Leave encashment (Unfunded)

The Company has a policy on leave encashment which are both accumulating and non-accumulating in nature. The expected
cost of accumulating leave encashment is determined by actuarial valuation performed by an independent actuary at each
Balance Sheet date using projected unit credit method on the additional amount expected to be paid/availed as a result of the
unused entitlement that has accumulated at the Balance Sheet date. Expense on non-accumulating compensated absences
is recognized in the period in which the absences occur.

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

The fair value of the financial assets and liabilities is 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.

The fair value of borrowings is calculated by discounting future cash flows using rates currently available for debts on similar terms,
credit risk and remaining maturities.

For financial assets and financial liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 37 : Financial instruments risk management objectives and policies

The Company''s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company''s
risk management assessment and policies and processes are established to identify and analyse 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
policies and processes are reviewed regularly to reflect changes in market conditions and the Company''s activities.

The Company''s risk management is carried out by a Treasury department under policies approved by the Board of directors.
The Company''s treasury identifies, evaluates and hedges financial risks in close co-operation with the Company''s operating units.
The board provides written principles for overall risk.

(a) Market risk

Market risk refers to the possibility that changes in the market rates may have impact on the Company''s profits or the value
of its holding of financial instruments. The Company is exposed to market risks on account of foreign exchange rates, interest
rates, underlying equity prices, liquidity and other market changes.

Future specific market movements cannot be normally predicted with reasonable accuracy.

(a1) Interest rate risk

Interest rate risk refers to the possibility that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rate. The Company is exposed to interest rate risk of short-term and long-term
floating rate instruments. The Company''s policy is to maintain a balance of fixed and floating interest rate borrowings
and the proportion of fixed and floating rate debt is determined by current market interest rates. The borrowings of the
Company are principally denominated in Indian Rupees with mix of fixed and floating rates of interest. These exposures
are reviewed by appropriate levels of management at regular interval.

The exposures of the Company''s borrowings at the end of the reporting period are as follows:

(b) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the
Company. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well
as concentration of risks. Financial instruments that are subject to concentrations of credit risk materially consists of trade
receivables, investments and derivative financial instruments.

The Company is exposed to credit risk from its operating activities (primarily trade receivables and also from its investing
activities including deposits with banks, forex transactions and other financial instruments) for receivables, cash and cash
equivalents, financial guarantees and derivative financial instruments.

All trade receivables are subject to credit risk exposure. The Company''s exposure to credit risk is influenced mainly by the
individual characteristics of each customer. The demographics of the customer, including the default risk of the industry
and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through
established policies, controls relating to credit approvals and procedures for continuously monitoring the creditworthiness
of customers to which the Company grants credit terms in the normal course of business. Outstanding customer receivables
are regularly monitored and any shipments to major customers are generally covered by letters of credit. The history of trade
receivables shows a negligible provision for bad and doubtful debts. Therefore, the Company does not expect any material risk
on account of non-performance by any of the Company''s counterparties. The Company does not have significant concentration
of credit risk related to trade receivables. However, There is one customer contribute to 10.86% of company''s outstanding
accounts receivable as of March 31,2025.

Trade receivables are non-interest bearing and are gene3rally on 30 to 180 days credit term.

(c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time, or at a reasonable
price. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use
as per requirements. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close
out market positions. Due to the dynamic nature of the underlying businesses, the Company''s treasury maintains flexibility in
funding by maintaining availability under committed credit lines.

The Company generates cash flows from operations to meet its financial obligations, maintains adequate liquid assets in
the form of cash & cash equivalents and has undrawn short term line of credits from banks to ensure necessary liquidity.
The Company closely monitors its liquidity position and deploys a robust cash management system. Management monitors
rolling forecasts of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. This is
generally carried out at local level in the operating companies of the Company in accordance with practice and limits set
by the Company. These limits vary by location to take into account the liquidity of the market in which the entity operates.

In addition, the Company''s liquidity management policy involves projecting cash flows in major currencies and considering the
level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory
requirements and maintaining debt financing plans.

During the year, the Company has been regular in repayment of principal and interest on borrowings on or before due dates.
The Company did not have defaults of principal and interest as on reporting date.

The Company requires funds both for short-term operational needs as well as for long-term investment programmes mainly
in growth projects.

Note 38 : Capital Management
Risk Management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it
maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business
requirements to optimise return to our shareholders through continuing growth. To maintain or adjust the capital structure, the
Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The funding
requirements are met through a mixture of equity, internal fund generation and other non-current borrowings. The Company
monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net
debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance). The Company is not
subject to any externally imposed capital requirements.

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. Breaches in
meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in
the financial covenants of any long term borrowing in the current period.

No changes were made in the objectives, policies or processes for managing capital during the current period.

Note 39 : Code on Social Security, 2020

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

Note 40 : New Accounting Pronouncements to be adopted on or after March 31, 2025

There are no standards or interpretations which are notified but not yet effective and that would be expected to have a material
impact on the Company in the current or future reporting periods.

Note 41 : Additional Regulatory Disclosures As Per Schedule III Of Companies Act, 2013

Additional Regulatory Information pursuant to Clause 6L of General Instructions for preparation of Balance Sheet as given in Part
I of Division II of Schedule III to the Companies Act, 2013, are given hereunder to the extent relevant and other than those given
elsewhere in any other notes to the Financial Statements.

a. Utilisation of borrowed funds and share premium

During the year ended March 31, 2025 and March 31, 2024, the Company has not advanced or loaned or invested funds
(either borrowed funds or share premium 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.

Further, during the year ended March 31,2025 and March 31,2024, 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.

b. Details of crypto currency or virtual currency

The Company has not invested or traded in Crypto Currency or Virtual Currency during the year ended March 31, 2025
(Previous year: Nil).

c. Details of benami property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition
of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45
of 1988)) and Rules made thereunder during the year ended March 31,2025 (Previous year: Nil).

d. Wilful Defaulter

The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful
defaulter at any time during the financial year or after the end of reporting period but before the date when the financial
statements are approved.

e. Undisclosed Income

The Company does not have any transactions which is not recorded in the books of accounts but 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).

f. Relationship with struck off companies

The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013 or
section 560 of the Companies Act, 1956 during the year ended March 31,2025 (Previous year: Nil).

g. 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.

h. Compliance with approved Scheme(s) of Arrangements

The Company has not entered into any scheme of arrangement approved by the Competent Authority in terms of sections
230 to 237 of the Companies Act, 2013

i. Valuation of property, plant and equipment, right-of-use assets and intangible asset

The Company has not revalued its property, plant and equipment, right-of-use assets and intangible asset during the current
or previous year.

j. Quarterly Returns or Statements of Current Assets Filed with Banks

Note 43 The Company has identified a financial irregularity involving falsified internal records, with an estimated exposure of ?
198.11 Lakhs. A First Information Report (FIR) was filed on March 3, 2025. The matter is currently under thorough investigation by
the relevant law enforcement authorities. The Company is fully cooperating with the investigating agencies and will continue to
provide timely and transparent disclosures to the stock exchange(s), in line with applicable regulatory requirements. The Company
has lodged claim for fraud with insurance agency and is optimistic about a favourable claim settlement.

Note 44 : Utilisation of IPO proceeds

During the year ended March 31,2024, the Company had its Initial Public Offer ("IPO") of 1,00,00,000 equity shares of face value of
'' 10/- each comprising of fresh issue at an issue price of '' 100/- per equity share. The equity shares of the Company are listed on
BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on December 27, 2023.

The Company has Fund-based and Non-fund-based limits of Working Capital from Banks and Financial institutions. For the
said facility, the revised submissions made by the Company to its lead bankers based on closure of books of accounts at the
year end, the revised quarterly returns or statements comprising stock statements, book debt statements, credit monitoring
arrangement reports, statements on ageing analysis of the debtors/other receivables, and other stipulated financial information
filed by the Company with such banks or financial institutions are in agreement with the unaudited books of account of the
Company of the respective quarters and no material discrepancies have been observed.

Note 45 : Events occurring after the reporting period

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approval of
financial statements to determine the necessity for recognition and/or reporting of subsequent events and transactions in the
financial statements.

Note 46 : Regrouped, Recast, Reclassified

Material regroupings: Appropriate adjustments have been made in the statements of assets and liabilities, statement of profit and
loss and cash flows, wherever required, by a reclassification of the corresponding items of income, expenses, assets, liabilities and
cash flows in order to bring them in line with the groupings as per the financials of the Company as at March 31,2025.

In terms of our report attached For and on behalf of the Board of Directors of

RBZ Jewellers Limited

For Sorab S Engineer & Co. Rajendra K Zaveri Harit R Zaveri

Chartered Accountants Chairman/ Managing Director Chief Financial Officer/ Joint MD

Firm Registration No. 110417W DIN: 02022264 DIN: 02022111

CA. Chokshi Shreyas B. Heli A Garala

Partner Company Secretary

Membership No. 100892 Membership No. ACS 49256

Place: Ahmedabad Place: Ahmedabad

Date: May 12, 2025 Date: May 12, 2025

---

Mar 31, 2024

17.2 Rights, preferences and restrictions

Equity shares : the company has only class of equity shares having a par value of ? 10/- per share. each shareholder is eligible for one vote per share held. the dividend proposed by the board of directors, if any, is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend. in the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, if any, in proportion to their shareholding.

During the period of five financial years immediately preceding the Balance Sheet date,

(i) In pursuance of resolution passed at EGM held on 30th March, 2023, the company has issued and allotted 2,60,00,000 fully paid up equity shares by way of bonus issue in the proportion of 26 no of equity shares for every 4 no of equity shares held by each shareholders.

(ii) In pursuance of resolution passed at EGM held on 10th March, 2021, the company has bought back 1,81,800 fully paid up equity shares.

(iii) The Company has not allotted any equity shares pursuant to any contract without payment being received in cash.

(iv) During the year ended March 31, 2024, the company has completed its Initial Public offer (IPO) of 1,00,00,000 equity shares of face value of 7 10 each at an issue price of 7 100 per share aggregating to 7 10,000 lakhs by way of fresh issue. The Equity Shares were listed on the BSE Limited and National Stock Exchange of India Limited on 27th December, 2023. Further, the Company has incurred the expenses related to such IPO agregate amounting to 7 658.58 lakhs (net of tax) which has been netted off against securities premium.

1. Securities premium :

Securities premium reflects issuance of the shares by the Company at a premium, whether for cash or otherwise i.e. a sum equal to the aggregate amount of the premium received on shares is transferred to a “securities premium account” as per the provisions of the Companies Act, 2013. The reserve can be utilised in accordance with the provisions of the Act.

2. Capital redemption reserve

A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a company''s own shares out of distributable profits or, in certain circumstances, from the proceeds of a fresh issue of shares.

3. Retained earnings

The retained earnings reflect the profit of the company earned till date net of appropriations. The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the balance in this reserve, after considering the requirements of the Companies Act, 2013.

36. Employee benefits plan 36.1 Defined contribution plan

The Company has defined contribution retirement benefit plans for its employees.

The Company''s contributions to provident fund, pension scheme and employee state insurance scheme are made to the relevant government authorities as per the prescribed rules and regulations. The Company''s contributions to the above defined contribution plans are recognised as employee benefit expenses in the statement of profit and loss for the year in which they are due.

The Company''s contribution to provident, pension, superannuation funds and to employees state insurance scheme aggregating to T 24.65 lakhs (Previous year - T 27.80 lakhs) has been recognised in the statement of profit and loss under the head employee benefits expense [Refer note 29]

(b) Risk exposure to defined benefit plans

The plans typically expose the Company to actuarial risks such as: Investment risk, Liquidity risk, Market risk and Legislative risk.

Actuarial risk:

It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:

Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in Obligation at a rate that is higher than expected.

Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.

Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation date.

Investment risk:

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

Liquidity risk:

Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of such employees resign/retire from the company there can be strain on the cash flows.

Market risk:

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

Legislative risk:

Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring the companies to pay higher benefits to the employees. This will directly affect the present value of the Defined Benefit Obligation and the same will have to be recognized immediately in the year when any such amendment is effective.

36.2 Defined benefits plan

(a) Gratuity

The Company offers gratuity plan for its qualified employees which is payable as per the requirements of Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting.

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

(d) Terms and conditions of outstanding balances

The transactions with related parties are made in the normal course of business on terms equivalent to those that prevail in arm''s length transactions.

Outstanding balances at the year-end are unsecured.

Note:

1. Loans taken from Kiren R. Zaveri carries interest rate of 10% p.a (31^st March, 2023 : 10% p.a).

2. Loans taken from Rajendrakumar Zaveri and Harit R. Zaveri are interest free.

38. Financial instrument and risk management

(a) Capital management

The Company manages its capital structure in manner to ensure that it will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The Company''s capital structure is represented by equity (comprising issued capital, retained earnings and other reserves as detailed in notes 17 and 18) and debt (borrowings as detailed in note 19).

The Company''s management reviews the capital structure of the Company on an annual basis. As part of this review, the management considers the cost of capital and the risks associated with each class of capital. The Company''s plan is to ensure that the gearing ratio (debt equity ratio) is well within the limit of 2:1.

Debts is defined as all long term debt outstanding (including unamortised expense) Contingent liability pertaining to corporate / financial guarantee given Short term debt outstanding in lieu of long term debts.

Total Equity is defined as Equity share capital all reserve (excluding revaluation reserve) deferred tax liabilities -deferred tax assets - intangible assets - intangible asset under development.

Notes:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

Level 1 : Inputs are Quoted (unadjusted) market prices in active markets for identical assets or liabilities. This includes quoted equity instruments, investments in mutual funds that have quoted price.

Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. This includes unquoted floating and fixed rate borrowing.

Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. This includes unquoted equity shares, loans, security deposits, investments in Debentures, floating rate borrowings.

(d) Fair value of financial assets and liabilities measured at amortized cost

The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, trade payables and other financial liabilities approximate their carrying amounts largely due to their short-term nature. Difference between carrying amount of Bank deposits, other financial assets, borrowings and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

(e) Financial risk management

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board has established the key management personnel, which is responsible for developing and monitoring the Company''s risk management policies. The key management personnel holds regular meetings and report to board on its activities.

The Company''s risk management policies are established to identify and analysis the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

(a) Credit Risk

(i) Cash and Cash Equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits with banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the related credit risk is low.

(ii) Trade receivables:

1. Exposures to credit risk

The Company is exposed to the counterparty credit risk arising from the possibility that counterparties might fail to comply with contractual obligations. This exposure may arise with regard to unsettled amounts.

2. Credit risk management

Credit risk is managed and limited in accordance with the type of transaction and the creditworthiness of the counterparty. The Company has established criteria for admission, approval systems, authorisation levels, exposure measurement methodologies, etc. The concentration of credit risk is limited due to the fact that the customer base is large. None of the customers accounted for more than 10% of the receivables and revenue for the period ended 30th September, 2023 and for the year ended 31^st March, 2023. The Company is dependent on the domestic market for its business and revenues.

The Company''s credit policies and practices with respect to distribution areas are designed to limit credit exposure by collecting security deposits prior to providing utility services or after utility service has commenced according to applicable regulatory requirements. In respect to generation business, Company generally has letter of credits / bank guarantees to limit its credit exposure.

(e) Financial risk management (a) Credit Risk

3. Other credit enhancements

The Company does not hold any collateral or other credit enhancements to cover its credit risks associated with its financial assets.

4. Age of receivables and expected credit loss

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experienced and adjusted for forward - looking information. The expected credit loss allowance is based on ageing of the days the receivables are due.

The age of receivables and provision matrix at the end of the reporting period is as follows.

The concentration of credit risk is very limited due to the fact that the large customers are mainly government entities and remaining customer base is large and widely dispersed and secured with security deposit.

Other financial assets:

The Company is having balances in cash and cash equivalents, term deposits with banks, Inter corporate deposits, Loans to related parties, investments in government securities and investment in mutual funds. With respect to investments, the Company limits its exposure to credit risk by investing in liquid securities with counterparties depending on their Composite Performance Rankings (CPR) published by CRISIL. The Company''s investment policy lays down guidelines with respect to exposure per counterparty, rating, processes in terms of control and continuous monitoring. The Company therefore considers credit risks on such investments to be negligible. Loans receivable from related parties have negligible credit risk and hence no risk of default is perceived on them.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows.

Liquidity Table

The Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.

(c) Regulatory risk

The company''s substantial operations are subject to Regulatory risk and intervention. Pursuant to enactment of Real Estate Regulation Act, 2016 the company''s operation are subject to liquidity risk since the company is mandatorily required to park the contribution received from purchaser of real estate property in a specified escrow account. This requirement leads to introduction of higher working capital or equity.

(d) Market Risk

Market risk is the risk arising from changes in market prices such as interest rates will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including long term debt. The Company is exposed to market risk primarily related to interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities.

(e) 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 debt obligations with floating interest rates and investments

Most of the Company''s borrowings are on a floating of interest. The Company has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides internal accruals.

(f) Price Risk Exposure

The Company''s exposure to securities price risk arises from investments held in mutual funds and Equity Instruments which are classified in the balance sheet at fair value through profit or loss and fair value through Other Comprehensive Income respectively. To manage its price risk arising from such investments, the company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments in Mutual fund are available from the mutual fund houses and Unquoted Price of these investments in Equity Instruments is available from the Audited / Unaudited financial Statements.

Profit and Other Comprehensive Income for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss and fair value through Other Comprehensive Income respectively.

The Company has initiated the process of obtaining the confirmation from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

41. Other regulatory information

(a) Title deeds of immovable property

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 favour of the lessee) are held in the name of the Company.

(b) Revaluation of property, plant and equipment (including right-of-use assets) and intangible assets

The Company has not revalued any of its property, plant and equipment, including intangible assets.

(c) Loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties

The company has not granted any loans or advances to promoters, directors, KMP''s and the related parties

(f) Details of benami property held

The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has 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 there under.

(g) Borrowings obtained on the basis of security of current assets

The company has obtained borrowings on the basis of security of current assets from bank and the quarterly return of current assets filled are in agreement with the books of accounts

(h) Wilful defaulter

The Company has not been declared Wilful Defaulter by any bank or financial institution or any other lender.

(i) Relationship with struck off companies

The Company does not have any transactions with struck off companies.

(j) Registration of charges or satisfaction with registrar of companies (ROC) The company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

(k) Compliance with number of layers of companies The Company is in compliance with number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(l) Approved scheme of arrangements

The Company has not entered into any scheme of arrangement approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

(m) Utilisation of borrowed funds and share premium

The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or kind of funds) to any other persons or entities, 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.

The Company have not received fund from any persons or entities, 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.

42. Undisclosed income

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.

43. Details of crypto currency or virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the financial year.

44. Corporate social responsibility (CSR)

The Company fall under the provisions of Section 135 of the Companies Act, 2013 and accordingly is required to spend

the requesit amount for CSR for the financial year ended 31^st March, 2023, and 31^st March, 2022 . Refer Note 32(b)

45. Statement of management

(a) The non-current financial assets, current financial assets and other current assets are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year under review.

47 . The previous year''s figures have been reworked, regrouped and reclassified wherever necessary so as to make them comparable with those of the current year.