Notes to Accounts of TVS Electronics Ltd.

Mar 31, 2025

11) Provisions and contingent liabilities

(i) Provision:

A provision is recorded when the
Company has a present legal or
constructive obligation as a result
of past events, it is probable that an
outflow of resources will be required to
settle the obligation and the amount can
be reasonably estimated.

The amount recognised as provision is
the best estimate of the consideration
required to settle the present obligation
at the end of reporting period, taking
into account the risks and uncertainties
surrounding the obligation. When a
provision is measured using the cash
flows estimated to settle the present
obligation, its carrying amount is present
value of those cash flows(when the
effect of time value of money is material)

When some or all of the economic
benefits required to settle a provision
are expected to be recovered from a
third party, a receivable is recognised
as an asset if it is virtually certain that
reimbursement will be received and
the amount of the receivable can be
measured reliably.

Provision for expected cost of warranty
obligations under the local sale of
goods legislation are recognised at
the date of sale of relevant products,
at management’s best estimate of
expenditure required to settle the
Company’s obligation.

(ii) Contingent liabilities:

Wherever there is a possible obligation
that arises from past events and whose
existence will be confirmed only by the
occurrence or non-occurrence of one
or more uncertain future events not
wholly within the control of the entity or a
present obligation that arises from past
events but is not recognised because

(a) it is not probable that an outflow of
resources embodying economic benefits
will be required to settle the obligation; or

(b) the amount of the obligation cannot
be measured with sufficient reliability.

(iii) Warranties

The estimated liability for product
warranties is recorded when products
are sold. These estimates are
established using historical information
on the nature, frequency and average
cost of warranty claims and management
estimates regarding possible future
incidence on corrective actions on
product failures. The timing of outflows
will vary as and when warranty claim will
arise, being typically upto three years.
Expected recoveries towards warranty
cost from the vendors are estimated
and accounted for by the management
in the year in which the related provision
for warranty is created and it is certain
that such recoveries will be received if
the Company incurs the warranty cost.
The estimates used for accounting
for warranty liability/recoveries are
reviewed periodically and revisions are
made, as required.

(iv) E-Waste

Environment Liabilities E-Waste

(Management) Rules, 2016, as

amended, requires the Company to
complete the Extended Producer
Responsibility targets measured

based on sales made in the preceding
years, if it is a participant in the market
during a financial year. Accordingly, the
obligation event for e-waste obligation
arises only if the Company participate in
the markets in those years.

12) Operating Segment

Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision-maker (CODM).
The CODM, who is responsible for allocating
resources and assessing performance of the
operating segments, has been identified as
the Corporate Management Committee.

Segments are organised based on business
which have similar economic characteristics
as well as exhibit similarities in nature of
products and services offered, the nature of
production processes, the type and class of
customer and distribution methods.

Unallocated Corporate Expenses” include
revenue and expenses that relate to initiatives/
costs attributable to the enterprise as a whole
and are not attributable to segments.

13) Leases

The leases are recognised as a right-of-use
asset with a corresponding lease liability
at the date on which the leased asset is
available for use by the Company as a lessee
except for payments associated with short
term leases (lease term of 12 months or less)
and low value leases, which are recognised
as an expense as and when incurred.

The Company assesses whether a contract
contains a lease at the inception of a contract.
Certain lease contracts include the options
to extend or terminate the lease before the
end of the lease term. Right-of-Use assets
and lease liabilities include these options
when it is reasonably certain that they will be
exercised.

The Right-of-Use assets are initially
recognised at cost comprising initial lease
liability adjusted for lease payments made
on or before the commencement date less
any lease incentives received and any initial
direct cost. They are subsequently measured
at cost less accumulated depreciation and
impairment losses, if any.

The lease liability is initially measured at
amortised cost at the present value of the
future lease payments. The lease payments
are discounted using the interest rate implicit
in the lease or, if not readily determinable,
using the incremental borrowing rates.

Lease liabilities are re-measured with a
corresponding adjustment to the related
Right-of-Use assets if the Company changes
its assessment as to whether it will exercise
an extension or a termination option.

Right-of-Use assets are depreciated on a
straight-line basis over the shorter of the
lease term and the useful life of the asset
Right-of use assets and lease liability have
been separately presented in the balance
sheet and lease payments have been
classified as financing cash flow in the cash
flow statement.

14) Financial instruments

Financial assets and financial liabilities are
recognised when a company becomes a
party to the contractual provisions of the
instruments.

Financial assets and financial liabilities are
initially measured at fair value. Transaction
costs that are directly attributable to the
acquisition or issue of financial assets and
financial liabilities (other than financial
assets and financial liabilities at fair value
through profit or loss) are added to or
deducted from the fair value of the financial
assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs
directly attributable to the acquisition of
financial assets or financial liabilities at fair
value through profit or loss are recognised
immediately in profit or loss.

14.1 Financial assets

Initial recognition and measurement:

All regular way purchases or sales of financial
assets are recognised and derecognised on
a trade date basis.

Subsequent measurement:

All recognised financial assets are
subsequently measured in their entirety at
either amortised cost or fair value, depending
on the classification of the financial assets

a. Classification of financial assets

Debt instruments that meet the following
conditions are subsequently measured at
amortised cost (except for debt instruments
that are designated as at fair value through
profit or loss on initial recognition):

• the asset is held within a business
model whose objective is to hold assets
in order to collect contractual cash flows;
and

• the contractual terms of the instrument
give rise on specified dates to cash flows
that are solely payments of principal
and interest on the principal amount
outstanding.”

Investment in subsidiaries / associates are
accounted at cost.

All other financial assets are subsequently
measured at fair value.

For the impairment policy on financial assets
measured at amortised cost, refer Note 1(b)
(14)(d)

b. Investment in equity instruments at
FVTOCI

A financial asset is subsequently measured
at fair value through other comprehensive
income if it is held within a business model
whose objective is achieved by both
collecting contractual cash flows and selling
financial assets and the contractual terms
of the financial asset give rise on specified
dates to cash flows that are solely payments
of principal and interest on the principal
amount outstanding. The Company has made
an irrevocable election for its investments
which are classified as equity instruments to
present the subsequent changes in fair value
in other comprehensive income based on its
business model.

The Company has equity investments in
entities which are neither held for trading nor a
subsidiary or associate to the Company. The
Company has elected FVTOCI irrevocable
option for these investments. Fair value is
determined in the manner described in note
1(b)(2).

A financial asset is held for trading if :

> it has been acquired principally for the
purpose of selling it in near term; or

> on initial recognition it is part of portfolio
of identified financial instrument that the
Company manages together and has
recent actual pattern of short term profit
making or

> it is a derivative that is not designated
and effective as a hedging instrument or
a financial guarantee.

Dividends on these investment in equity
instrument, if any will be recognised in profit
or loss when the Company’s right to receive
the dividend is established, it is probable
that economic benefit associated with the
dividend will flow to the entity, the dividend
does not represent a recover of part of cost
of investment and the amount of dividend can
be measured reliably.

c. Financial assets at fair value through
profit or loss (FVTPL)

Financial assets that do not meet the
amortised cost criteria or Fair value
through other comprehensive income
(FVTOCI) criteria are measured at FVTPL
Financial assets at FVTPL are measured
at fair value at the end of each reporting
period, with any gains or losses arising on
remeasurement recognised in profit or loss.
The net gain or loss recognised in profit or
loss incorporates any dividend or interest
earned on the financial asset and is included
in the “Other income” line item.

d. Impairment of financial assets

The Company applies the expected credit
loss model for recognising impairment loss on
financial assets measured at amortised cost,
lease receivables, trade receivables, other
contractual rights to receive cash or other
financial asset, and financial guarantees not
designated as at FVTPL.

Expected credit losses are the weighted
average of credit losses with the respective
risks of default occurring as the weights.
Credit loss is the difference between all
contractual cash flows that are due to the
Company in accordance with the contract
and all the cash flows that the Company
expects to receive (i.e. all cash shortfalls),
discounted at the original effective interest
rate (or credit-adjusted effective interest rate
for purchased or originated credit-impaired
financial assets). The Company estimates
cash flows by considering all contractual
terms of the financial instrument through the
expected life of that financial instrument.

For trade receivables or any contractual right
to receive cash or another financial asset
that result from transactions that are within
the scope of Ind AS 18, the Company always
measures the loss allowance at an amount
equal to lifetime expected credit losses.
Further, for the purpose of measuring
lifetime expected credit loss allowance for
trade receivables, the Company has used a
practical expedient as permitted under Ind
AS 109. This expected credit loss allowance
is computed based on a provision matrix
which takes into account historical credit loss
experience and adjusted for forward-looking
information or case to case basis.

e. Derecognition of financial assets

The Company derecognises a financial asset
when the contractual rights to the cash flows
from the asset expire, or when it transfers
the financial asset and substantially all the
risks and rewards of ownership of the asset
to another party. If the Company neither
transfers nor retains substantially all the risks
and rewards of ownership and continues to
control the transferred asset, the Company
recognises its retained interest in the asset
and an associated liability for amounts it
may have to pay. If the Company retains
substantially all the risks and rewards of
ownership of a transferred financial asset, the
Company continues to recognise the financial
asset and also recognises a collateralised
borrowing for the proceeds received.

On derecognition of a financial asset in
its entirety, the difference between the
asset’s carrying amount and the sum of the
consideration received and receivable and
the cumulative gain or loss that had been
recognised in other comprehensive income
and accumulated in equity is recognised in
profit or loss if such gain or loss would have
otherwise been recognised in profit or loss on
disposal of that financial asset.

f. Foreign exchange gains and losses

The fair value of financial assets denominated
in a foreign currency is determined in that
foreign currency and translated at the spot
rate at the end of each reporting period.

For foreign currency denominated financial
assets measured at amortised cost and
FVTPL, the exchange differences are
recognised in profit or loss.

14.2 Financial liabilities and equity instruments

a. Classification as debt or equity

Debt and equity instruments issued by the
Company are classified as either financial
liabilities or as equity in accordance with the
substance of the contractual arrangements
and the definitions of a financial liability and
an equity instrument.

b. Equity instruments

An equity instrument is any contract that
evidences a residual interest in the assets of
an entity after deducting all of its liabilities.
Equity instruments issued by a company
entity are recognised at the proceeds
received, net of direct issue costs.
Repurchase of the Company’s own equity
instruments is recognised and deducted
directly in equity. No gain or loss is recognised
in profit or loss on the purchase, sale, issue
or cancellation of the Company’s own equity
instruments.

c. Financial liabilities

All financial liabilities are subsequently
measured at amortised cost using the
effective interest method or at FVTPL.

c.1. Financial liabilities at FVTPL

Financial liabilities are recognised at fair value
through profit or loss (FVTPL) if it includes
derivative liabilities.

Financial liabilities at FVTPL are stated at
fair value, with any gains or losses arising on
remeasurement recognised in profit or loss.
The net gain or loss recognised in profit or
loss incorporates any interest paid on the
financial liability and is included in the ‘Other
income’ line item.

Fair value is determined in the manner
described in note 1(b)(2)

c.2. Financial liabilities measured at amortised
cost

Financial liabilities that are not held-for-
trading and are not designated as at FVTPL

are measured at amortised cost at the end
of subsequent accounting periods. The
carrying amounts of financial liabilities that
are subsequently measured at amortised
cost are determined based on the effective
interest method.

The effective interest method is a method of
calculating the amortised cost of a financial
liability and of allocating interest expense
over the relevant period. The effective
interest rate is the rate that exactly discounts
estimated future cash payments (including
all fees and points paid or received that form
an integral part of the effective interest rate,
transaction costs and other premiums or
discounts) through the expected life of the
financial liability, or (where appropriate) a
shorter period, to the net carrying amount on
initial recognition.

Trade and other payables are recognised at
the transaction cost, which is its fair value,
and subsequently measured at amortised
cost.

c.3. Foreign exchange gains and losses

For financial liabilities that are denominated
in a foreign currency and are measured at
amortised cost at the end of each reporting
period, the foreign exchange gains and losses
are determined based on the amortised cost
of the instruments and are recognised in
‘Other income’.

The fair value of financial liabilities
denominated in a foreign currency is
determined in that foreign currency and
translated at the spot rate at the end of the
reporting period. For financial liabilities that
are measured as at FVTPL, the foreign
exchange component forms part of the fair
value gains or losses and is recognised in
profit or loss.

c.4. Derecognition of financial liabilities

The Company derecognises financial
liabilities when, and only when, the
Company’s obligations are discharged,
cancelled or have expired. An exchange
between with a lender of debt instruments with
substantially different terms is accounted for
as an extinguishment of the original financial
liability and the recognition of a new financial
liability. Similarly, a substantial modification
of the terms of an existing financial liability
(whether or not attributable to the financial

difficulty of the debtor) is accounted for as an
extinguishment of the original financial liability
and the recognition of a new financial liability.
The difference between the carrying amount
of the financial liability derecognised and the
consideration paid and payable is recognised
in profit or loss.

14.3 Derivative financial instruments

The Company enters into forward contracts
to manage its exposure to foreign exchange
rate risks.

Derivatives are initially recognised at fair
value at the date the derivative contracts
are entered into and are subsequently
remeasured to their fair value at the end
of each reporting period. The resulting
gain or loss is recognised in profit or loss
immediately.

15. Foreign Currency Transactions

The functional and presentation currency of
the Company is Indian Rupee.

In preparing the financial statements of the
Company, transactions in currencies other
than the entity’s functional currency (foreign
currencies) are recognised at the rates of
exchange prevailing at the dates of the
transactions. At the end of each reporting
period, monetary items denominated in
foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items
carried at fair value that are denominated
in foreign currencies are retranslated at the
rates prevailing at the date when the fair
value was determined. Non-monetary items
that are measured in terms of historical cost
in a foreign currency are not retranslated

16 Operating cycle for current and non¬
current classification

Based on the nature of products / activities of
the Company and the normal time between
acquisition of assets and their realisation in
cash or cash equivalents, the Company has
determined its operating cycle as 12 months
for the purpose of classification of its assets
and liabilities as current and non-current.

17 Insurance claims

Insurance claims are accounted for on the
basis of claims admitted / expected to be
admitted and to the extent that there is no
uncertainty in receiving the claims.

Note:

1) Business Rights relating to Customer Support Services business (Cash Generating Unit - CGU), with carrying value of
'' 1,187 lakhs has been considered as intangible having an indefinite useful life as there are no technical, technological
obsolescence or limitations under the contract.

This ‘Business Rights’ has been tested for impairment using the future discounted cash flow method. The Company has
assessed the business rights asset duly considering the changes arising out of post pandemic trends, evolving business
models, underlying revenue streams and has determined an additional impairment charge of '' 331 lakhs during the year
ended March 31,2022. This amount has been disclosed as exceptional items in the statement of profit and loss.

2) Amortisation expense of intangible asset have been included under ‘Depreciation & amortisation’ expense in statement of
profit and loss account.

3) Intangible assets under development ageing schedule for the years ended March 31, 2025 and March 31, 2024 is as
follows:

The Company has transferred a group of financial assets in the form of trade receivables to a financial institution during the
year and the amount outstanding in respect of the same as at March 31, 2025 is '' 427 lakhs. The Company also has a first
default loss guarantee in respect of any losses that could arise on account of the above to the extent of '' 150 lakhs, which
has been accounted here as a liability towards the financial guarantee contract with a corresponding receivable of '' 150 lakhs
under Trade receivables.

11 CASH AND CASH EQUIVALENTS

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, cheques and
drafts on hand. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be
reconciled to the related items in the balance sheet as follows:

36(iii) Financial risk management objectives

The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk
(including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using financial instruments such as foreign currency forward
contracts to hedge risk exposures and appropriate risk management policies as detailed below. The use of these financial
instruments is governed by the Company’s policies approved by the Board of Directors, which provide written principles on
foreign exchange risk. The Company does not enter into trade financial instruments, including derivative financial instruments,
for speculative purposes.

36(v)(a) Foreign Currency sensitivity analysis

The following table details the Company’s sensitivity to a 10% increase and decrease in the '' against the relevant foreign
currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and
represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a
10% change in foreign currency rates. The sensitivity analysis includes external loans where the denomination of the loan is in
a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in
profit or equity where the '' strengthens 10% against the relevant currency. For a 10% weakening of the '' against the relevant
currency, there would be a comparable impact on the profit or equity.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the
exposure at the end of the reporting period does not reflect the exposure during the year.

36(vi) Interest rate risk management

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 long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings.
36(vi)(a) Interest rate sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to interest rates for both derivatives and non¬
derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount
of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase
or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s
assessment of the reasonably possible change in interest rates.

36(viii) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.
The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where
appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses other publicly available
financial information and its own trading records to review its major customers. The Company’s exposure is continuously
monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

36(ix) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate
liquidity risk management framework for the management of the Company’s short-, medium- and long-term funding and liquidity
management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and
reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of
financial assets and liabilities.

36(x) Liquidity and interest risk tables

The amounts included in the following table for financial guarantee contracts are the maximum amount the Group could be
forced to settle under the arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the
guarantee (see note 35). Based on expectations at the end of the reporting period, the Group considers that it is more likely
than not that no amount will be payable under the arrangement. However, this estimate is subject to change depending on the
probability of the counterparty claiming under the guarantee which is a function of the likelihood that the financial receivables
held by the counterparty which are guaranteed suffer credit losses. The contractual maturity is based on the earliest date on
which the Group may be required to pay.

38 EMPLOYEE BENEFIT PLANS

(i) . Defined contribution plans :

The Company makes provident fund contributions and National Pension fund contributions for qualifying employees.
Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.
The Contributions payable by the Company are at rates specified in the rules of the Schemes/Policy and the details of
expense recognised during the year on account of such defined benefit plan is '' 399 lakhs (Previous year '' 286 lakhs)

(ii) . Defined benefit plans :

Gratuity -

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount as per
the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of
five years of continuous service and once vested it is payable to the employees on retirement or termination of employment.
In respect of Gratuity plan, the most recent actuarial valuation of the plan assets and the present value of the defined
benefit obligation were carried out as March 31,2025. The present value of the defined benefit obligation, and the related
current service cost and past service cost, were measured using the projected unit cost method. The following table sets
forth the status of the Gratuity Plan of the Company and the amount recognised in the Balance Sheet and Statement of
Profit and Loss. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life
Insurance Corporation of India (LIC).

The Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Rate risk : The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in
an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability
(as shown in financial statements).

Investment Risk : The probability or likelihood of occurrence of losses relative to the expected return on any particular
investment.

Salary Escalation Risk : The present value of the defined benefit plan is calculated with the assumption of salary
increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from
the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability.
Demographic Risk : The Company has used certain mortality and attrition assumptions in valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

The Company has invested the plan assets with the insurer managed funds. The insurance company has invested the
plan assets in Government Securities, Debt Funds, Equity shares, Mutual Funds, Money Market Instruments and Time
Deposits. The expected rate of return on plan asset is based on expectation of the average long term rate of return
expected on investments of the fund during the estimated term of the obligation.

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary
increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of
the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of
sensitivity analysis is given below:

40 UTILISATION OF BORROWED FUNDS:

a. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kinds 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

b. The Company has not received any fund from any person 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 to or on behalf of the Ultimate Beneficiaries

41 CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility (Section 135 of the Companies Act,2013) are applicable to the Company, and
even though the Company is not required to spend in current year, it continued making contributions during 2024-25

42 UNDISCLOSED INCOME

There are no transactions that are not recorded in the books of account that has been surrendered or disclosed as income
during the year.

43 DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

44 OTHER STATUTORY REQUIREMENTS

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.

(ii) The Company does not have any transactions with companies which has been struck off by ROC under section 248 of the
companies Act, 2013 other than the following:

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

(iv) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income Tax Act, 1961

(v) There are no immovable property which are held in the name of promoter, director or relative of promoter/director or
employee of promoter/director.

(vi) During the year, company has not revalued its Property, Plant and Equipment.

(vii) There are no Loans or Advances granted to promoters, directors, KMPs and related parties either severally or jointly with
any other person which are either of repayable on demand or without specifying any terms or period of repayment.

(viii) There is no wilful defaulter issued by any bank or financial institution (as defined under the Act) or consortium thereof, in
accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(ix) There are no such holdings or investments made by company which is related to the number of layers prescribed under
clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

45 APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the Board of Directors on May 17, 2025.

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

For Guru & Jana

Chartered Accountants
Firm Registration No. 006826S

HEENA KAUSER A P GOPAL SRINIVASAN SRILALITHA GOPAL

Partner (DIN : 00177699) (DIN : 02329790)

Membership No. 219971 Chairman Managing Director

UDIN: 25219971BMMHHN2010

Place: Chennai SANTOSH KRISHNADASS A KULANDAI VADIVELU

Date: May 17, 2025 Company Secretary Chief Financial Officer

---

Mar 31, 2024

14(iv) Terms attached to Equity Shares:

The Company has one class of equity share having a par value of '' 10 per share. Each holder of equity share is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. Repayment of capital on liquidation will be in proportion to the number of equity shares held.

14(v) Details of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

Nil

14(vii) 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. Income tax consequences of dividends on financial instruments classified as equity will be recognised according to where the entity originally recognised those past transactions or events that generated distributable profits.

The Company declares and pays dividends in Indian rupees. Companies are required to pay / distribute dividend after deducting applicable 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.

The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the financial statements of the Company and considering the requirements of the Companies Act, 2013. Thus, the amounts reported above are not distributable in entirety.

*Represents Final dividend of '' 2 per Equity share of face value of '' 10/- each for the year 2022-23 declared by the Board of Directors at their meeting held on May 06, 2023 and subsequently approved by shareholders during annual general meeting on August 05, 2023.

a. The Company has working capital facilities from Banks which are secured by hypothecation of raw materials, components, work in progress, finished goods, book debts, stores and spares. The amount outstanding as at March 31,2024 is '' 1435 lakhs. The quarterly returns or statement as amended of current assets filed by the Company with banks are in agreement with books of accounts.

b. The Company has taken Term loan from banks as on June 2022 loan disbursed on June 2022 for modernisation and

expansion of existing facilities of the Company at tumkur factory, the amount outstanding as at March 31, 2024 is 937

lakhs and as at March 31,2023 is '' 762 lakhs.

(i) At the interest rate of 1 year MCLR Benchmark, Interest will reset annually.

(ii) Repayment terms are 16 Quarterly instalments at the end of 15 months from the date of disbursement Commencing from September 2023.

(iii) The quarterly returns or statement as amended of current assets filed by the Company with banks are in agreement with books of accounts.

(iv) Security : Out of total land parcel of ~66 acres available, the Company created mortgage on the land parcel to be used for the proposed capex.

c. The Company has taken Term loan from banks as on April 2023 and Loan disbursed on October 2023 for expansion of

EMS, the amount outstanding as at March 31,2024 is 1002 lakhs and as at March 31,2023 is Nil.

(i) At the interest rate of 3 Months MCLR Benchmark, Interest will reset Quarterly.

(ii) Repayment terms are 16 Quarterly instalments at the end of 15 months from the date of disbursement Commencing from January 2025.

(iii) The quarterly returns or statement as amended of current assets filed by the Company with banks are in agreement with books of accounts.

(iv) Security : Charge on all Current assets and Moveble fixed assets (apart from exclusive charge given to other banks) of the Company.

Transaction price allocated to the remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation related disclosures with respect to:

- contracts where revenue is recognised at a point in time

- the performance obligation that is part of a contract that has an original expected duration of one year or less.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialised and adjustments for currency.

The Company receives payments from customers based upon contractual billing schedules; accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets includes amounts related to our contractual right to consideration for completed performance objectives not yet invoiced and deferred contract acquisition costs, which are amortised along with the associated revenue. Contract liabilities include payments received in advance of performance under the contract, and are realised with the associated revenue recognised under the contract. The Company had no asset impairment charges related to contract assets in the period.

Note - Provision for contingencies represents the estimated provision made for probable liabilities relating to certain claim/ other matters. Whilst the provision is considered short term in nature, the actual outflow with regard to the said matters depends on the exhaustion of the remedies available under the law and, hence, the Company is not able to reasonably ascertain the timing of the outflow. No recoveries are expected in respect of the same.

Note - Show Cause/ Other notices pending formal demand order are not considered as contingent liabilities.

Claims against the Company not acknowledged as debts is 5,561 lakhs (2022-23 : '' 321 lakhs). These includes:

increase in current year due to GST claims disputed by the Company relating to issues on applicability and mismatch in ITC between GSTR-2A Vs GSTR-3B aggregating is '' 1,623 lakhs (2022-23 : Nil).

** Customs Duty disputed by the Company pertaining to issue of rate of duty(Classification) and value of the goods for the purpose of asssesment of duty(Valuation) aggregating to '' 3,558 lakhs

*** Provident Fund (PF) Damages/penalty up on non payment of PF on special allowances is 56 lakhs (2022-23 : '' 56 lakhs)

The Company is in the process of submitting its replies to the respective authorities and not carrying any provision for the above case in its books of account, as it is confident that the contingent liability will not be materialised.

36 FINANCIAL INSTRUMENTS 36(i) Capital management

The Company’s capital management is intended to maximise the return to shareholders for meeting the long-term and shortterm goals of the Company through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual and long-term operating plans and strategic investment plans. The funding requirements are met through equity and long-term/short-term borrowings. The Company monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

For the purpose of capital management, capital includes issued equity capital, securities premium and all other reserves attributable to the equity shareholders of the Company. Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents.

36(iii) Financial risk management objectives

The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using financial instruments such as foreign currency forward contracts to hedge risk exposures and appropriate risk management policies as detailed below. The use of these financial instruments is governed by the Company’s policies approved by the Board of Directors, which provide written principles on foreign exchange risk. The Company does not enter into trade financial instruments, including derivative financial instruments, for speculative purposes.

36(iv) Market Risk

The Company’s financial instruments are exposed to market rate changes. The Company is exposed to the following significant market risks:

• Foreign currency risk

• Interest rate risk

• Other price risk

Market risk exposures are measured using sensitivity analysis. There has been no change to the Company’s exposure to market risks or the manner in which these risks are being managed and measured.

36(v) Foreign Currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

36(v)(a) Foreign Currency sensitivity analysis

The following table details the Company’s sensitivity to a 10% increase and decrease in the '' against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in profit or equity where the '' strengthens 10% against the relevant currency. For a 10% weakening of the '' against the relevant currency, there would be a comparable impact on the profit or equity.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

36(vi) Interest rate risk management

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 long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a mixed portfolio of fixed and variable rate loans and borrowings. 36(vi)(a) Interest rate sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to interest rates for both derivatives and nonderivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

36(vii) Other price risks

The Company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic purposes. The Company doesn’t actively trade these investments.

36(vii)(a) Equity Price Sensitivity Analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period.

36(viii) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses other publicly available financial information and its own trading records to review its major customers. The Company’s exposure is continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

36(xi) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-, medium- and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

36(xi)(a) Liquidity and interest risk tables

The amounts included in the following table for financial guarantee contracts are the maximum amount the Group could be forced to settle under the arrangement for the full guaranteed amount if that amount is claimed by the counterparty to the guarantee (see note 35). Based on expectations at the end of the reporting period, the Group considers that it is more likely than not that no amount will be payable under the arrangement. However, this estimate is subject to change depending on the probability of the counterparty claiming under the guarantee which is a function of the likelihood that the financial receivables held by the counterparty which are guaranteed suffer credit losses. The contractual maturity is based on the earliest date on which the Group may be required to pay.

The carrying value of financial instruments as follows 36(x) Fair value measurements

36.10.1 Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis

Fair value hierarchy

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

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

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

Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of the reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique (s) and inputs used).

The Management assessed that fair value of cash and short-term deposits, trade receivables, other current assets, trade payables, bills discounting and other current 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.

38 EMPLOYEE BENEFIT PLANS

(i) . Defined contribution plans :

The Company makes provident fund contributions and National Pension fund contributions for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Contributions payable by the Company are at rates specified in the rules of the Schemes/Policy and the details of expense recognised during the year on account of such defined benefit plan is '' 286 lakhs (Previous year '' 233 lakhs)

(ii) . Defined benefit plans :

Gratuity -

The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount as per the Payment of Gratuity Act, 1972 or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous service and once vested it is payable to the employees on retirement or termination of employment. In respect of Gratuity plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as March 31,2024. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit cost method. The following table sets forth the status of the Gratuity Plan of the Company and the amount recognised in the Balance Sheet and Statement of Profit and Loss. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC).

The Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Rate risk : The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).

Investment Risk : The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Salary Escalation Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liability. Demographic Risk : The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

The Company has invested the plan assets with the insurer managed funds. The insurance company has invested the plan assets in Government Securities, Debt Funds, Equity shares, Mutual Funds, Money Market Instruments and Time Deposits. The expected rate of return on plan asset is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligation.

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods / assumptions used in preparing the sensitivity analysis from prior years.

40 UTILISATION OF BORROWED FUNDS:

a. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kinds 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

b. The Company has not received any fund from any person 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 to or on behalf of the Ultimate Beneficiaries

42 UNDISCLOSED INCOME

There are no transactions that are not recorded in the books of account that has been surrendered or disclosed as income during the year.

43 DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

44 OTHER STATUTORY REQUIREMENTS

(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies which has been struck off by ROC under section 248 of the companies Act, 2013 other than the following:

(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

(iv) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(v) There are no immovable property which are held in the name of promoter, director or relative of promoter/director or employee of promoter/director.

(vi) During the year, company has not revalued its Property, Plant and Equipment.

(vii) There are no Loans or Advances granted to promoters, directors, KMPs and related parties either severally or jointly with any other person which are either of repayable on demand or without specifying any terms or period of repayment.

(viii) There is no wilful defaulter issued by any bank or financial institution (as defined under the Act) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

(ix) There are no such holdings or investments made by company which is related to the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

45 APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the Board of Directors on May 09, 2024.

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Mar 31, 2023

11) Provisions and Contingent Liabilities

(i) Provision:

A provision is recorded when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reasonably estimated.

The amount recognised as provision is

the best estimate of the consideration required to settle the present obligation at the end of reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is presnt value of those cash flows(when the effect of time value of money is material)

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Provision for expected cost of warranty obligations under the local sale of goods legislation are recognised at the date of sale of relavant products, at management’s best estimate of expenditure required to settle the Company’s obligation.

(ii) Contingent Liabilities:

Wherever there is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognised because (a) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (b) the amount of the obligation cannot be measured with sufficient reliability.

(iii) Warranties

The estimated liability for product warranties is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise,

being typically upto three years. Expected recoveries towards warranty cost from the vendors are estimated and accounted for by the management in the year in which the related provision for warranty is created and it is certain that such recoveries will be received if the Company incurs the warranty cost. The estimates used for accounting for warranty l i abi lity/recove ries are reviewed periodically and revisions are made, as required.

(iv) E-Waste

Environment Liabilities E-Waste (Management) Rules, 2016, as amended, requires the Company to complete the Extended Producer Responsibility targets measured based on sales made in the preceding years, if it is a participant in the market during a financial year. Accordingly, the obligation event for e-waste obligation arises only if the Company participates in the markets in those years.

12) Operating Segment

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

(CODM). The CODM, who is responsible for allocating resources and assessing

performance of the operating segments, has been identified as the Corporate Management Committee.

Segments are organised based on business which have similar economic characteristics as well as exhibit similarities in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods.

“Unallocated Corporate Expenses” include revenue and expenses that relate to initiatives/ costs attributable to the enterprise as a whole and are not attributable to segments.

13) leases

The leases are recognised as a right-of-use asset with a corresponding lease liability at the date on which the leased asset is available for use by the Company as a lessee except for payments associated with short term leases (lease term of 12 months or less) and low value leases, which are recognised as an expense as and when incurred.

The Company assesses whether a contract contains a lease at the inception of a contract. Certain lease contracts include the options to extend or terminate the lease before the end of the lease term. Right-of-Use assets and lease liabilities include these options when it is reasonably certain that they will be exercised.

The Right-of-Use assets are initially recognised at cost comprising initial lease liability adjusted for lease payments made on or before the commencement date less any lease incentives received and any initial direct cost. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any.

The lease liability is initially measured at amortised cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are re-measured with a corresponding adjustment to the related Right-of-Use assets if the Company changes its assessment as to whether it will exercise an extension or a termination option

Right-of-Use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the asset Right-of use assets and lease liability have been separately presented in the balance sheet and lease payments have been classified as financing cash flow in the cash flow statement.

14) Financial Instruments

Financial assets and financial liabilities are recognised when a company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of

financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

14.1 Financial Assets

Initial recognition and measurement: All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Subsequent measurement: All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets

a. Classification of financial assets

Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value through profit or loss on initial recognition):

• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• the contractual terms of the

instrument give rise on specified dates to cash flows that are

solely payments of principal and

interest on the principal amount outstanding.

I nvestment in subsidiaries / associates are accounted at cost All other financial assets are subsequently measured at fair value. For the impairment policy on financial assets measured at amortised cost,

refer Note 1(b)(14)(d)

b. Investment in equity instruments at FVTOCI

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Company

has made an irrevocable election for its investments which are classified as equity instruments to present the subsequent changes in fair value in other comprehensive income based on its business model.

The Company has equity investments in entities which are neither held for trading nor a subsidiary or associate to the Company. The Company has elected FVTOCI irrevocable option for these investments. Fair value is determined in the manner described in note 1(b)(2).

A financial asset is held for trading if :

> i t has been acquired principally for the purpose of selling it in near term; or

> on initial recognition it is part of portfolio of identified financial instrument that the Company manages together and has recent actual pattern of short term profit making or

> it is a derivative that is not designated and effective as a hedging instrument or a financial guarantee.

Dividends on these investment in equity instrument, if any will be recognised in profit or loss when the Company’s right to receive the dividend is established, it is probable that economic benefit associated with the dividend will flow to the entity, the dividend does not represent a recover of part of cost of investment and the amount of dividend can be measured reliably.

c. Financial assets at fair value through profit or loss (FVTPL)

Financial assets that do not meet the amortised cost criteria or Fair value through other comprehensive income (FVTOCI) criteria are measured at FVTPL Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the “Other income” line item.

d. Impairment of financial assets

The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, lease receivables, trade receivables, other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL.

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all contractual terms of the financial instrument through the expected life of that financial instrument.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information or case to case basis.

e. Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers

nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

f. Foreign exchange gains and losses

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.

For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in profit or loss.

14.2 Financial liabilities and equity instruments

a. Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

b. Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued

by a company entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

c. Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

c.1. Financial liabilities at FVTPL

Financial liabilities are recognised at fair value through profit or loss (FVTPL) if it includes derivative liabilities.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘Other income’ line item.

Fair value is determined in the manner described in note 1(b)(2)

c.2. Financial liabilities measured at amortised cost

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received

that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Trade and other payables are recognised at the transaction cost, which is its fair value, and subsequently measured at amortised cost.

c.3. Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in ‘Other Income’.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

c.4. Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange between a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial

difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

14.3 Derivative financial instruments

The Company enters into forward contracts to manage its exposure to foreign exchange rate risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately.

15. Foreign Currency Transactions

The functional and presentation currency of the Company is Indian Rupee.

In preparing the financial statements of the Company, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated

16 Operating cycle for Current and NonCurrent classification

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

17 Insurance claims

I nsurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that there is no uncertainty in receiving the claims.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

(iv) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

45. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved for issue by the Board of Directors on May 06, 2023.

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

For Guru & Jana

Chartered Accountants Firm Registration No. 006826S

heena kauser a p srilalitha gopal r s raghavan

Partner (DIN : 02329790) (DIN : 00260912)

Membership No: 219971 Managing Director Director

UDIN: 23219971BGWFIC3834

Place: Chennai SANTOSH KRISHNADASS A KULANDAI VADIVELU

Date: May 06, 2023 Company Secretary Chief Financial Officer

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Mar 31, 2018

1. NOTES FORMING PART OF THE FINANCIAL STATEMENTS

a) Brief description of the Company

TVS Electronics Limited (‘the Company’) is a public limited company incorporated and domiciled in India whose shares are publicly traded. The registered office is located at “Jayalakshmi Estates”, 29, Haddows Road, Nungambakkam, Chennai - 600006, Tamil Nadu, India.

The Company manufactures and sells Point of sale devices, Printers & Keyboards besides providing service for extensive product lines across various brands via various delivery models like exclusive service centers, multi brand service centers, Onsite support, repair centers and factories. The company is also into ‘Distribution Services’ though e-commerce.

Note:

1) Business Rights relating to servicetec business, with carrying value of Rs. 1,868 Lakhs has been considered as having an indefinite useful life as there are no technical, technological obsolence or limitations under the contract. This Business Right has been tested for impairment by obtaining a valuation from an independent valuer based on the Discounted Cashflow method. Based on the valuation there was no impairment required to be recorded on the reporting date.

2) Amortization expense of intangible asset have been included under ‘Depreciation & Amortization’ expense in statement of profit and loss account.

2.1. Investment in Benani Foods Private Limited has been considered as a subsidiary by the virtue of control by the Company as explained in Ind AS 110 (refer note 1(3)(c))

2.2. During the year ended March 2018, the Company has converted 7,197 preference shares of Rs.10/- each aggregating to Rs. 355 Lakhs in to 7,197 equity shares of Rs. 10 each of Benani Foods Private Limited. Further during the year, the company has invested in 2,413 equity shares of Rs. 10 each of Benani Foods Private Limited agrregating to Rs. 95 lakhs.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivable based on a provision matrix. The provision matrix takes in to account historical credit loss experience and adjusted for forward - looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates are given in the provision matrix. The provision matrix at the end of the reporting period is as follows:

The ageing based provision matrix is not applied on the receivables relating to Distribution Business based on the historical credit loss experience with the customers of this business.

Note 3

Cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks, cheques and drafts on hand. Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related items in the balance sheet as follows:

4.1Terms attached to Equity Shares:

The Company has one class of equity share having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The dividend when proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. Repayment of capital on liquidation will be in proportion to the number of equity shares held.

Share options granted under the Company’s employee share option plan carry no rights to dividends and no voting rights. 14.4Details of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date: Nil.

a. Working Capital facilities from Consortium Banks are secured by hypothecation of raw materials, components, work in process, finished goods, book debts, stores and spares and further secured by a second charge over the immovable properties of the company on a pari passu basis of the consortium banks.

Note

a) of this an amount of Rs. 52 lakhs (2017 - 83 Lakhs; 2016 - 41 Lakhs) was due to enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006 which is on the basis of such parties having been identified by the management and relied upon by the auditors.

Note 5

Amalgamation of Prime Property Holdings Limited with the Company

i. The Scheme of Amalgamation of Prime property Holdings Limited , an wholly owned subsidiary (“transferor company”) with the Company, was sanctioned by the National Company Law Tribunal vide their order dated March 27, 2018. The appointed date for merger as per the scheme is April 01, 2016 and the scheme was made effective on March 29, 2018 on which date, the copy of the order of the tribunal sanctioning the scheme has been filed with the Registrar of Companies.

This merger being a business combination involving entities under common control, has been accounted for under the Pooling of Interest Method which is in accordance with Ind AS 103 - Business Combinations. Accordingly,

a. the assets and liabilities of Prime Property Holdings Limited are reflected at their carrying values.

b. the financial information as on April 01, 2016 and the period from April 01, 2016 to March 31, 2017 have been restated to reflect the scheme of amalgamation.

ii. As per the scheme of amalgamation, an amount of Rs. 837 lakhs representing the retained earnings of the transferor company as on April 01, 2016 has been added to the retained earnings of the Company

iii. Details of assets and liabilities taken over on Amalgamation:

v. The transferor company is engaged in the business of acquisition of land and buildings as owners/lease holders or otherwise by itself or through promoters to construct, erect, repair or remodel, demolish or develop and maintain immoveable properties.

Note 6

Share based payments

6. 1 Employee share option plan of the Company

6.1.1 Details of the employee share option plans of the Company

Refere note 1 (14) for accounting policy on share-based payment.

The shareholders of the company had approved Employee Stock Option scheme 2011, at previous annual general meetings which will be administered by the Nomination and Remuneration committee of the Board of Directors.

Each employee share option converts into one equity share of the Company on exercise. No amount in excess of face value of the share are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry.

The following share-based payment arrangement were in existence during the current and prior years

The risk free interest rate are determined based on zero coupon soverign bond yield with maturity equal to expected life of the option. Volatality calculation is based on historical stock price using the standard deviation daily change in stock price. The historical period is taken into account to match the expected life of the option. Dividend yield has been arrived based on the historical trend of dividend declaration by the company as on valuation date.

Weighted Average remaining contractual life for option outstanding as at March 31, 2018 was 2,192 days (March 31, 2017: 2,557 days) 33.1.4. Share options exercised during the year: Nil (2017 - 60,000 options)

Note 7

First-time Ind AS adoption reconciliation

7.1 Reconciliation of total equity as at March 31, 2017 and April 01, 2016

7.2 Notes to the reconciliations

a. Amalgamation of Prime Property Holdings Limited

Prime Property Holdings Limited, a subsidiary of the Company was amalgamated with the Company with the appointed date of April 01, 2016. This amalgamation would get covered as part of the common control transactions as provided in Ind AS 103 - Business Combinations. Ind AS 103 requires that the amalgamation should be accounted as if it was there on the earliest period reported being April 01, 2016. The effect of this change is an increase in total equity as at April 01, 2016 of Rs. 765 lakh and March 31, 2017 of Rs. 793 lakh

b. Intangible asset with indefinite useful life

Business Rights having a carrying value of Rs. 1,809 lakhs as on transition date (April 01, 2016) was reassessed to be an intangible with indefinite useful life as there was no impairment, depreciation/amortisation of Rs. 310 lakhs relating to the year ended March 31, 2017 has been reversed.

c. Actuarial gains and losses

Under previous GAAP, actuarial gains and losses were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability/asset which is recognised in other comprehensive income. Consequently, the tax effect of the same has also been recognised in the other comprehensive income under Ind AS instead of profit or loss. The actuarial loss for the year ended March 31, 2017 net of taxes were Rs. 21 lakhs.

d. Long term investments as FVTPL / FVTOCI

Under previous GAAP, long term investments were measured at cost less diminution in value which is other than temporary. Under Ind AS, these financial assets have been classified as FVTPL / FVTOCI. On the date of transition to Ind AS, these financial assets have been measured at their fair value which is higher than the cost as per preivous GAAP, resulting in an decrease in carrying amount by Rs. 13 lakhs as at March 31, 2017 and increase of Rs. 69 lakhs as at April 01, 2016. The corresponding deferred taxes have also been recognised as at March 31, 2017 and April 01, 2016.

e. Share based payments in Fair value

Under previous GAAP, the cost of equity settled employee share-based payments was recognised using the intrinsic value method. This did not result in recognising any expense in profit or loss in respect of these share-based payments because the fair value of the shares on the grant date equaled the exercise price. Under Ind AS, the cost of equity-settled employee share-based payments is recognised based on the fair value of the options as on the grant date. The change does not affect total equity, but there is a decrease in profit before tax as well as total profit of Rs. 9 lakhs.

f. Other comprehensive income

Under previous GAAP, there was no concept of other comprehensive income. Under Ind AS, specified items of income, expense, gains or losses are required to be presented in other comprehensive income.

g. MTM on Forward Contracts

Under previous GAAP, the Forward contracts outstanding as on reporting date were not requried to be restated basis MTM valuation. Under Ind AS, the forward contracts outstanding needs to be valued as per MTM. On the date of transition to Ind AS, these financial assets have been measured at MTM which is higher than the liability as per preivous GAAP, resulting in an increase in liability by Rs. 10 lakhs as at March 31, 2017 and Rs. 36 lakhs as at April 01, 2016.

Note 8

Financial Instruments

8.1 Capital Management

The Company’s capital management is intended to maximise the return to shareholders for meeting the long-term and short-term goals of the Company through the optimization of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual and long-term operating plans and strategic investment plans. The funding requirements are met through equity and long-term/short-term borrowings. The Company monitors the capital structure on the basis of Net debt to equity ratio and maturity profile of the overall debt portfolio of the Company.

For the purpose of capital management, capital includes issued equity capital, securities premium and all other reserves attributable to the equity shareholders of the Company. Net debt includes all long and short-term borrowings as reduced by cash and cash equivalents.

The following table summarises the capital of the Company:

8.2 Financial risk management objectives

The Company has adequate internal processes to assess, monitor and manage financial risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Company seeks to minimise the effects of these risks by using financial instruments such as foreign currency forward contracts to hedge risk exposures and appropriate risk management policies as detailed below. The use of these financial instruments is governed by the Company’s policies approved by the Board of Directors, which provide written principles on foreign exchange risk. The Company does not enter into trade financial instruments, including derivative financial instruments, for speculative purposes.

8.3 Market Risk

The Company’s financial instruments are exposed to market rate changes. The Company is exposed to the following significant market risks:

- Foreign currency risk

- Interest rate risk

- Other price risk

Market risk exposures are measured using sensitivity analysis. There has been no change to the Company’s exposure to market risks or the manner in which these risks are being managed and measured.

8.4 Foreign Currency risk management

The company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.

The carrying amounts of the company’s foreign currency denominated monetary liabilities at the end of the reporting period.

8.4.1.Foreign Currency sensitivity analysis

The following table details the company’s sensitivity to a 10% increase and decrease in the Rs. against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in profit or equity where the Rs. strengthens 10% against the relevant currency. For a 10% weakening of the Rs. against the relevant currency, there would be a comparable impact on the profit or equity.

In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

8.5 Interest rate risk management

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 long-term debt obligations with floating interest rates.

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

8.5.1 Interest rate sensitivity analysis

The sensitivity analysis below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

8.6 Other price risks

The Company is exposed to equity price risks arising from equity investments. Equity investments are held for strategic purposes. The Company doesn’t actively trade these investments.

8.6.1. Equity Price Sensitivity Analysis

The sensitivity analyses below have been determined based on the exposure to equity price risks at the end of the reporting period. If equity prices had been 100 points higher/lower;

8.7 Credit Risk Management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The company uses other publicly available financial information and its own trading records to review its major customers. The company’s exposure is continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

8.8 Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company’s short, medium, and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

8.8.1. Liquidity and interest risk tables

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. 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. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.

8.9. Fair value measurements

8.9.1 Fair value of the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis Some of the company’s financial assets and financial liabilities are mesured at fair value at the end of the reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique (s) and inputs used).

Note 9

Employee benefit plans

A. Description of plans

The Company makes contributions to both Defined Benefit and Defined Contribution Plans for qualifying employees. These Plans are administered through approved Trusts, which operate in accordance with the Trust Deeds, Rules and applicable statutes. The concerned Trusts are managed by Trustees who provide strategic guidance with regard to the management of their investments and liabilities and also periodically review their performance.

Provident Fund, Gratuity Benefits are funded and Leave Encashment Benefits are unfunded in nature.

Under the Provident Fund, Gratuity and Leave Encashment Schemes, employees are entitled to receive lump sum benefits. The liabilities arising in the Defined Benefit Schemes are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method at the year end. The Company makes regular contributions to these Employee Benefit Plans. Additional contributions are made to these plans as and when required based on actuarial valuation.

B. Defined benefit plans :

Gratuity -

In respect of Gratuity plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as March 31, 2018 by Mr.Bhargava, Fellow of the Institute of Actuaries of India. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit cost method.The following table sets forth the status of the Gratuity Plan of the Company and the amount recognized in the Balance Sheet and Statement of Profit and Loss. The Company provides the gratuity benefit through annual contributions to a fund managed by the Life Insurance Corporation of India (LIC).

The Company is exposed to various risks in providing the above gratuity benefit which are as follows:

Interest Rate risk :

The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in thevalue of the liability (as shown in financial statements).

Investment Risk :

The probability or likelihood of occurrence of losses relative to the expected return on any particular investment.

Salary Escalation Risk :

The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan’s liabilty.

Demographic Risk :

The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

The Company has invested the plan assets with the insurer managed funds. The insurance company has invested the plan assets in Government Securities, Debt Funds, Equity shares, Mutual Funds, Money Market Instruments and Time Deposits.The expected rate of return on plan asset is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligation.

Significant actuarial assumptions for the detemination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:

Please note that the sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

There was no change in the methods of assumptions used in preparing the sensitivity analysis from prior years.

D. Long Term Compensated Absence

The assumption used for computing the long term accumulated compensated absences on actuarial basis are as follows:

Note 10

Approval of Financial Statements

The Financial Statements were approved for issue by the Board of Directors on May 11, 2018.

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Mar 31, 2016

1 Employee Stock Option Scheme 2011 (ESOP - 2011)

In accordance with Board resolution dated 23rd July, 2011 and Shareholders'' special resolution dated 21st September, 2011 the ESOP-2011 was instituted and following are the details :

i) During the year, 5,30,000 options granted earlier to a Director of the holding Company who has also become a Non Executive Non Independent Director of the Company effective 6th May, 2015 have been allotted. ESOP reserve in the books of Rs.109.45 Lakhs has been transferred to Securities premium on allotment of shares.

ii) During the year, 60,000 options has been granted on 6th May, 2015 to Managing Director of the Company and ESOP Reserve of Rs.15.55 Lakhs has been created.

iii) Further 3,00,000 options has been granted on 14th October, 2015 to Chief Operating Officer of the Company and ESOP Reserve of Rs.35.39 Lakhs has been created.

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Mar 31, 2015

Right and preferences attached to equity share:

(i) Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 2013.

(ii) There are no restrictions attached to the equity shares.

2 Previous year figures have been regrouped wherever necessary to confirm to current year's classification.

Rs. in Lakhs

As at / Year ended As at / Year ended 31.03.2015 31.03.2014

3 Contingent liabilities and Commitments not provided for

a Contingent Liabilities

On Gurantees furnished by the Banks 316.36 154.36

b Claims against the Company not acknowledged as debt 2.00 2.00

c On Letters of Credit opened with Banks 1,401.84 847.54

d Commitments

Estimated amount of contracts remaining to be executed on capital account 241.37 83.21

4 Employee Stock Option Scheme 2011 (ESOP - 2011)

In accordance with Board resolution dated 23rd July, 2011 and Shareholders' special resolution dated 21st September, 2011 the ESOP-2011 was instituted and following are the details :

i) 12,000 options granted on 2nd May, 2012 to eligible directors has been vested on 2nd May, 2013 and Rs. 0.84 Lakhs has been debited to Statement of Profit & Loss

ii) 12,000 options granted on 5th February, 2014 to Independent directors with a vesting period of 12 months and Rs. 0.54 Lakhs has been debited to Statement of Profit & Loss.

iii) 5,30,000 options granted on 29th July, 2014 to a Director of holding Company and Rs. 72.96 Lakhs has been debited to Statement of Profit & Loss on pro-rata basis.

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Mar 31, 2014

1. Right and preferences attached to equity share:

(i) Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 1956.

(ii) There are no restrictions attached to the equity shares.

Shares alloted during the year : 3,50,000 numbers of equity shares were alloted on 20th May 2013 to the holder of 3,50,000 numbers of warrants viz., M/S Tranzmute Business Advisory LLP, Mumbai on preferential basis. The premium received on allotment of Rs. 44,62,500/- is credited to Securities premium account.

2 Previous year figures have been regrouped wherever necessary to conform to current year''s classification.

3 Contingent liabilities and Commitments not provided for a Contingent Liabilities

Claims against the Company not acknowledged as debt 2.00 59.23

Bank Guarantees 154.36 138.51

Rs. in Lakhs

As at / Year As at / Year ended ended 31.03.2014 31.03.2013

Other money for which the company is contingently liable

On Letters of Credit opened with Banks 847.54 826.96 b Commitments

Estimated amount of contracts remaining to be executed on capital account 83.21 59.30

4 Employee Stock Option Scheme 2011 (ESOP - 2011)

In accordance with Board resolution dated 23rd July, 2011 and Shareholders'' special resolution dated 21st September, 2011 the ESOP-2011 was instituted during the year.

As per the above scheme, the company issued 2,15,000 numbers of options to six eligible employees / directors on 2nd May, 2012 at face value of Rs. 10/-. Of this 2,03,000 options lapsed. The cost of the vesting of live options in respect of the remaining 12000 options of Rs. 0.84 lakhs has been provided. This represents the excess of the market price viz., Rs. 7/- equity share over the issue price of Rs. 10/- per equity share as on the "Grant Date".

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Mar 31, 2012

Right and preferences attached to equity share:

(i) Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 1956.

(ii) There are no restrictions attached to the equity shares.

Money received against share warrants:

This is in respect of 3,50,000 warrants. The holder of the warrants has the option to exercise the right to be allotted equal number of Equity shares of par value of Rs,10/- each at a premium of Rs.12.75 per equity share. The aggregate price of warrants is Rs.79.62 Lakhs. As per terms of allotment 25% is to be paid immediately on allotment. Thus a sum of Rs.19.91 Lakhs is received on 3™ October, 2011 viz., the date of allotment. Each warrant carries an option for conversion into equity. The option can be exercised in respect of any number of warrants. The conversion option is to be exercised before 2"d April, 2013. In case the warrant holder does not exercise the option before the said date the option to that extent not exercised shall lapse and the consideration paid in respect of such warrants shall be forfeited. Pending allotment of equity shares the warrants do not bear any interest. The equity shares allotted on exercise of option shall rank pari passu in all respects with the then existing fully paid up equity shares. The warrants allotted and equity shares allotted pursuant to the exercise of option shall be locked-in for a period of one year from the date of their allotment.

Particulars of shares held by the Holding Company

Out of equity shares issued by the Company, shares held by the Holding Company are as below:

The financial statements have been prepared in accordance with the norms and principles prescribed in the Accounting Standards issued by the Institute of Chartered Accountants of India which are itemised below.

1 Previous year figures have been regrouped wherever necessary to conform to current year's classification.

2 Contingent liabilities and Commitments not provided for a Contingent Liabilities

Claims against the Company not acknowledged as debt 49.22 127.50

Guarantees 229.30 296.74 Other money for which the company is contingently liable

On Letters of Credit opened with Banks 2,821.79 2,433.18

Central Excise Duty 45.62 45.62

Customs Duty (Including Special Additional Duty of Rs 41.26 Lakhs) 339.06 339.06

Service Tax 2.78 2.78

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Mar 31, 2011

1 Previous year figures have been regrouped wherever necessary to conform to current year's classification.

2 Current Liabilities

There are three Micro and Small Enterprises, with whom the Company had transactions. However dues to them as at Balance Sheet date is Rs. NIL (Previous year Rs. 1.68 Lakhs). This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act 2006 (MSMED Act, 2006), has been determined to the extent such parties have been identified on the basis of information available with the Company.

3. Contingent liability not provided for Rs. in Lakhs

As at/ As at Year ended Year ended 31.03.2011 31.03.2010

a) On Letters of Credit opened with Banks 2,433.18 1,525.27

b) Bank Guarantees 296.74 498.71

c) Estimated amount of contracts remaining to be executed on capital account 2.70 5.68

d) Central Excise Duty 45.62 42.22

e) Customs Duty (including Special Additional Duty of Rs. 41.26 Lakhs) (Previous year -Rs. NIL) 339.06 50.53

f) Service Tax 2.78 123.92

g) Capital commitment made to TVS Shriram Growth Fund, Chennai (Formerly known as TVS Private Equity Trust) 1,050.00 2,100.00

h) Claims against the Company not acknowledged as debt 127.50 142.85

4 In accordance with the Board resolution dated 31st January, 2003 and Shareholders' Special Resolution dated 9th August, 2000 the Employee Stock Option Scheme, 2003 (ESOP - 2003) was instituted during year ended 31st December, 2003.

As per the above Scheme, the Company issued 2,11,000 numbers of options to 22 eligible employees. Of this 9,000 options have lapsed consequent to the resignation of an employee during year ended 31st December, 2003 and the total cost of the vesting of live options in respect of the remaining 2,02,000 options was Rs. 50.10 Lakhs. This represented the excess of the market price viz., Rs. 94.80 per Equity Share over the issue price of Rs. 70/- per Equity Share as on the "Grant Date".

As per the vesting plan of the Scheme, eligible employees shall exercise the option within 60 months from the date of vesting and any options not exercised within the aforesaid period shall lapse. Since inception of the Scheme, 2,10,000 options lapsed on account of non exercise of the options within the period permitted as above. In respect of an eligible employee 1,000 options continue to be live as of 31st March, 2011. During the year on account of lapse of 24,500 options, there is a credit to the Profit and Loss Account amounting to Rs. 6.07 Lakhs.

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Mar 31, 2010

1 Previous year figures have been regrouped wherever necessary to confirm to current years classification.

2 Current Liabilities

There are three Micro and Small Enterprises, to whom the company owes dues (Previous year Nil), which are outstanding for more than 45 days as at 31st March 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company.

Rupees in Lakhs

As at /Year ended As at /Year ended 31.03.2010 31.03.2009

3 Contingent liability not provided for:

a) On letters of credit opened with banks 1,525.27 1,158.83

b) Bank Guarantees 498.71 479.13

c) Estimated amount of contracts remaining to be executed on capital account 5.68 89.18

d) Central Excise Duty 42.22 42.22

e) Customs Duty 50.53 172.53

f) Service Tax 123.92 123.92

g) Capital commitment made to TVS Shriram Growth Fund, Chennai (Formerly known as TVS Private Equity Trust) 2,100.00 2,100.00

j) Claims against the company not acknowledged as debt 142.85 100.02

4 In accordance with the Board resolution dated 31st January 2003 and shareholders special resolution dated 9th August 2000 the Employee Stock Option Scheme 2003 (ESOP - 2003) was instituted during year ended 31/12/2003.

As per the above scheme, the company issued 2,11,000 numbers of options to 22 eligible employees. Of this 9000 options have lapsed consequent to the resignation of an employee during year ended 31/12/2003 and the total cost of the vesting of live options in respect of the remaining 2,02,000 options was Rs.50.10 lakhs. This represented the excess of the market price viz., Rs. 94.80 per equity share over the issue price of Rs.70/- per equity share as on the "Grant Date".

On account of resignation of two employees during the period ended 31st March 2005, six employees during the year ended 31st March 2006, an employee during the year ended 31st March 2007, three employees during the year ended 31st March 2008, and two employees during the year ended 31st March 2009, and two employees during the year ended 31st March 2010, Rs 3.97 lakhs, Rs 13.39 lakhs, Rs. 14.88 lakhs, Rs 5.17 lakhs, Rs. 2.98 lakhs and Rs 3.35 lakhs respectively have been reversed.

During the year, there is a credit to the profit and loss account amounting to Rs. 3.35 lakhs on account of resignation of two employees. The revised total cost of vesting of remaining 25,500 live options as on 31.03.2010 is Rs 6.32 lakhs.

5 LICENSED AND INSTALLED CAPACITY

Information is not furnished in view of the abolition of the Industrial Licensing requirements.