Nature and purpose of each reserve :

a) Capital Reserve

The capital reserve was created as per Composite scheme of arrangement among Adani Gas Holding Limited and Adani Gas Limited and Adani Enterprises Limited and their respective shareholders and creditors under section 230 to 232 of the Companies Act, 2013 approved by National Company Law Tribunal ("NCLT") Bench at Ahmedabad vide its order dated August 3, 2018. Hence, the same is not considered as a free reserve for the purpose of distribution of dividends.

b) Retained Earnings

The portion of profits not distributed among the shareholders are termed as retained earnings (free reserves). The Company may utilize the retained earnings for making investments for future growth and expansion plans, for the purpose of generating higher returns for the shareholders, for distributing dividend and bonus or for any other purpose, as approved by the Board of Directors of the Company.

c) Other Comprehensive Income

This reserve represents the cumulative gains and losses arising on the remeasurement of equity investments measured at fair value through other comprehensive income.

i) Rupee Term Loan of NIL (previous year ' 88.57 crore) is secured by First pari-passu charge over all the movables including movable plant and machinery, machinery spare, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future located at Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets, operating cash flows, receivables, commissions, revenues of whatsoever nature and whereever arising, present and future, intangibles, goodwill, uncalled capital, present and future. The same has been repaid during the current year.

ii) Rupee Term Loan of NIL (previous year ' 54.20 crore) is secured by First pari-passu charge over all the movables including movable plant and machinery, machinery spare, tools and accessories, furniture, fixtures, vehicles and all other movable assets, present and future located at Ahmedabad, Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets, operating cash flows, receivables, commissions, revenues of whatsoever nature and whereever arising, present and future, intangibles, goodwill, uncalled capital, present and future. The same has been repaid during the current year.

iii) Rupee Term Loan of ' 21.32 crore (previous year ' 34.44 crore) is secured by First pari-passu charge on all present and future movables including movable plant and machinery, machinery spare, tools and accessories, furniture, fixtures , vehicles and all other movable assets of Ahmedabad, Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets, operating cash flows, receivables, commissions, revenues of whatsoever nature and whereever arising, present and future, intangibles, goodwill, uncalled capital, present and future. The same is repayable in 2 Quarterly Instalments of ' 3.28 crore each from Q1 FY 24-25 to Q2 FY 24-25 and 4 Quarterly Instalments of ' 3.69 crore each from Q3 FY24-25 to Q2 FY25-26 and said loan carries interest rate linked to the benchmark rate, presently @ 9.05% and is payable on monthly basis.

iv) Rupee Term Loan of ' 169.19 crore (previous year ' 209.00 crore) is secured by First pari-passu charge over all present and future movable fixed assets pertaining to existing GAs at Ahmedabad, Vadodara, Khurja, Faridabad and Second pari-passu charge on current assets pertaining to existing GAs at Ahmedabad, Vadodara, Khurja, Faridabad. The same is repayable in 17 Quarterly Instalments of ' 9.95 crore each from Q1 FY24-25 to Q1 FY28-29 and said loan carries interest rate linked to the benchmark rate, presently @ 9.30% and is payable on monthly basis.

v) Rupee Term Loan of NIL (previous year ' 219.92 crore)) is secured by First pari-passu charge on movable fixed asset on the Geographical area under 9^th round. The same has been repaid during the current year.

vi) Rupee Term Loan of ' 297.71 crore (previous year NIL) is secured by First pari-passu charge on all movable fixed assets of the borrower and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks / spares / any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower. The same is repayable in 7 Quarterly Instalments of ' 3.77 crore each from Q1 FY24-25 to Q3 FY25-26, 8 Quarterly Instalments of ' 18.84 crore from Q4 FY25-26 to Q3 FY27-28 and 4 Quarterly Instalments of ' 30.15 crore from Q4 FY27-28 to Q3 FY28-29 and said loan carries interest rate linked to the benchmark rate, presently @ 9.30 to 9.40% and is payable on monthly basis.

vii) Rupee Term Loan of ' 500 crore (previous year NIL) is secured by First pari-passu charge on all movable fixed assets of the borrower and Second Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower. The same is repayable in 4 Quarterly Instalments of ' 8.75 crore each from Q1 FY24-25 to Q4 FY24-25, 4 Quarterly Instalments of ' 17.5 crore each from Q1 FY25-26 to Q4 FY25-26, 1 Instalments of ' 20 crore in Q1 FY26-27, 1 Instalments of ' 25 crore in Q2 FY26-27 and final instalment of ' 350 crore in Q3 FY26-27 said loan carries interest rate linked to the benchmark rate, presently @ 9% and is payable on monthly basis.

viii) For current maturities of non current borrowing, refer note 28 Current Borrowings

a) Short Term Loan from Bank amounting to ' 137.95 crore (previous year ' 325 crore) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower and Second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility presently carry an interest rate of 7.30% to 9.75% p.a.

b) Trade credits from Banks aggregating to ' 72.60 crore (previous year ' 157.32 crore) are secured by First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility presently carries interest rate of 8.45% to 8.7% p.a.

Trade Credit (Purchase Invoice financing) from Bank amounting to ' 90.87 crore (previous year ' 47.01 crore) is secured First Pari passu charge over the current assets of the geographical areas in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts, commissions or revenues of the borrower and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long term debt including overseas bonds) over all movable fixed assets of the company. The said facility presently carries interest rate of 9.30% p.a.

c) Overdraft from Bank amounting to NIL (previous year ' 23.30 crore) are secured by first pari passu charge over the current assets in the nature of stocks/ spares/ any such assets, both present and future cashflows, receivables, book debts or revenues excluding those in other subsidiaries and joint venture entities and second pari passu charge (subordinate to the first ranking charge, if any, created by the company in future from time to time for securing other long-term debt including overseas bonds) over all movable fixed assets of the Company.

Overdraft from Bank amounting to ' 184.09 crore (previous year ' 214.14 crore) is availed against lien on Fixed Deposit with the Bank. The said facility presently carries interest rate of 7.9%-8.25% p.a.

* The amount represents claim in excess of provision made of Liquidated damages (net) raised by one of Gas Supplier for Use or Pay charges for Calendar Year 2023. The management has estimated a liability in accordance with the terms of agreement and made provision in the financial statements accordingly. Management has represented to waive such liquidated charges through future make up mechanisms.

l) Haryana Shehri Vikas Pradhikaran ("HSVP") has raised demand notes of ' 39.18 crore against plot of lands allotted by HSVP to the Company for CNG gas stations. Presently the Company does not have any basis of the computation of the claim. The Company is regularly paying all the lease rentals and has made a requisite provision on the basis of the allotment letter. Till March 2024, company has paid ' 25.58 crore against the demand note basis the computation as per the Company. The Company is of the opinion that, as remaining amount is not clear and ascertainable and is beyond the terms of allotment letters, hence not provided in books.

m) NOIDA Authority had issued a demand notice dated February 02, 2021 for ' 108.21 crore and revised notice dated April 12, 2023 of ' 150.00 crore for the recovery of the alleged license fees of the plots allotted. The Company had filed a revision petition for quashing the impugned demand notices before Hon'ble Principal Secretary, Infrastructure and Industrial Development, U.P. The Hon'ble Principal Secretary had vide order dated March 28, 2024 disposed of the Revision Petition directing NOIDA Authority to decide the initial representations made by company as well as the issues relating to the possession of the disputed plots.

Notes:

a) Interest on the above contingencies is not included in the above amounts wherever not ascertainable.

b) Management is not expecting any future cash outflow with respect to above litigations.

j) The Company has extended Corporate Guarantee against the issuance of Performance Bank Guarantee in favor of Regulatory body for authorization awarded to Joint Venture Company.The aggregate amount of Corporate Guarantee outstanding as on March 31, 2024 was ' 3,472.15 crore (previous year ' 3,533.46 crore).

k) Gas suppliers have submitted a claim of ' 103.63 crore pertaining to earlier years (FY 2013-14 to FY 2021-22) for use of allocated gas for other than specified purpose. The company has refuted this claim contending that there is a gross error in actual domestic gas purchase and actual sales considered by the suppliers. The management is of the view that the company is not liable to pay any such claim. The company has already taken up the matter with concerned entities/authorities to withdraw the claim.

45 Financial Instruments, Fair Value Measurements, Financial Risk and Capital Management : A) Accounting Classification and Fair Value Hierarchy Financial Assets and Liabilities

The Company's principal financial assets include loans, trade receivables, cash and cash equivalents, contract assets, deposits and other receivables. The Company's principal financial liabilities comprise of borrowings, trade and other payables, retention, capital creditors, lease liabilities and deposits from customers. The main purpose of these financial liabilities is to finance the Company's operations and projects.

Fair Value Hierarchy

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

Level-1 : Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level-2 : Inputs are 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 are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on the assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

(iii) Financial Instrument measured at amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

(B) Financial Instruments and Financial Risk Review

In the ordinary course of business, the Company is mainly exposed to risks resulting from interest rate movements, exchange rate fluctuation collectively referred as Market Risk, Credit Risk, Liquidity Risk and Price risks. The Company's senior management oversees the management of these risks.

The Company's risk management activities are subject to the management, direction and control of Central Treasury Team of the Company under the framework of Risk Management Policy for Currency and Interest rate risk as approved by the Board of Directors of the Company. The Company's central treasury team ensures appropriate financial risk governance framework for the Company through appropriate policies & procedures and financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives.

i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade payables for natural gas, capital creditors, FVTOCI investments and short term Investments.

a) Interest rate risk

The Company is exposed to changes in market interest rates due to financing, investing and cash management activities. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates and period of borrowings. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

For Company's total borrowings, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year however the year end balances are not necessarily representative of the average debt outstanding during the year.

b) Foreign Currency Risk

Foreign Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the company's operating and financing activities. Since, the transactions in foreign currency are limited, the exposure to foreign currency risk is minimal and hence no hedging is opted.

c) Price risk

Commodity price risk arises from the change in the commodity prices that may have an adverse effect on the company's result in the current reporting period and future periods. The company's exposure to commodity risk is in relation to volatility in prices of natural gas. The administered price determined by the PPAC cell of Petroleum and Natural Gas Regulatory Board minimises the company's exposure to price risk for a period of six months. The company manages its risk by maintaining a balanced procurement at administered and spot purchase rates. Further, risk arising on account of fluctuations in price of natural gas is mitigated by company's ability to pass on the fluctuations in prices to customers.

The Company invests its temporary surplus funds in various mutual funds and fixed deposits. In order to manage its price risk arising from investments, the Company diversifies its portfolio in accordance with the limits set by the risk management policies.

ii) Credit risk

Credit risk refers to the risk that a counterparty or customer will default on its contractual obligations resulting in a loss to the Company. Financial instruments that are subject to credit risk principally consist of Loans, Trade and Other Receivables, Cash & Cash Equivalents, Investments and Other Financial Assets. Trade Receivables that are subject to security deposits and guarantee ensures that the company's receivable are secured in the event of non-payment. The carrying amounts of other financial assets represent the maximum credit risk exposure.

Credit risk encompasses both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of counter parties on continuous basis with appropriate approval mechanism for sanction of credit limits. Credit risk from balances with banks, financial institutions and investments is managed by the Company's treasury team in accordance with the Company's risk management policy. Cash and cash equivalents and Bank deposits are placed with banks having good reputation, good past track record and high quality credit rating.

iv) Capital Management

For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value.

The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.

The funding requirements are met through a mixture of equity, internal fund generation, and other non - current/current borrowings. The Company's policy is to use current and non - current borrowings to meet anticipated funding requirements. The Company monitors capital on the basis of the net debt to equity ratio.

Liquidity Risk

Liquidity risk refers the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities. The Company monitors its risk of shortage of funds using cash flow forecasting models. These models consider the maturity of its financial investments, committed funding and projected cash flows from operations. The Company's objective is to provide financial resources to meet its business objectives in a timely, cost effective and reliable manner and to manage its capital structure. A balance between continuity of funding and flexibility is maintained through continued support from its lenders and trade creditors.

Maturity profile of financial liabilities :

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payment:

47 Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a corporate social responsibility (CSR) committee has been formed by the Company. The Company is liable to incur CSR expense as per requirement of Section 135 of Companies Act, 2013. Accordingly, it has incurred expenses of ' 13.55 crore (Previous year - ' 12.45 crore) on the activities which are specified in Schedule VII of the Companies Act, 2013.

(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013 : ' 13.51 crore (Previous year - ' 12.41 crore)

Liability in respect of Gratuity is determined based on actuarial valuation done by actuary as at the balance sheet date. Each year, the management reviews the level of funding in the gratuity fund. Such review includes the asset - liability matching strategy. The management decides its contribution based on the results of this review. The management aims to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise.

(v) Reason for shortfall : Not Applicable

(vi) CSR activities include expenditure on:

- Contribution to promote green environment

- Providing Free education to students from economically challenged families through implementing agency Adani Foundation

(vii) The amount of revenue expenditure incurred as mentioned in note (b) above has been contributed to Adani Foundation, a related party (refer note 49).

48 The Company has made provision in the accounts for Gratuity based on actuarial valuation. The particulars under the Ind AS 19 "Employee Benefits" furnished below are those which are relevant and available to the Company for this year.

b) Defined Benefit Obligations :

The company has a defined benefit gratuity plan (funded) and is governed by the Payment of Gratuity Act, 1972. Under the Act, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment. The scheme is funded with Life Insurance Corporation of India (LIC) in form of a qualifying insurance policy with effect from September 01, 2010 for future payment of gratuity to the employees who invests the funds as per Insurance Regulatory Development Authority guidelines.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

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

viii) Effect of Plan on Entity's Future Cash Flows

a) Funding arrangements and Funding Policy

The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.

b) Expected Contribution during the next annual reporting period

The Company's best estimate of Contribution during the next year is ' 14.14 crore (March 31 2023: ' 10.19 crore)

ix) Risk Exposure and Asset Liability Matching

The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity outgoes happening during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate (in particular, the significant fall in interest rates, which should result in a increase in liability without corresponding increase in the asset).

c) Compensated absences/ leaves

Other long term employee benefits comprise of compensated absences/leaves, which are recognised based on actuarial valuation. The actuarial liability for compensated absences as at the year ended March 31, 2024 is ' 9.70 crore (March 31 2023: ' 8.31 crore).

Terms and conditions of transactions with related parties

i) The Company is dealing in the CNG & PNG sales to the domestic, industrial and commercial consumers. The above related party transaction do not include the transactions of CNG & PNG Gas sales to the related parties in ordinary course of business, as all such transactions are done at Arm's Length Price only. As per Para 11(c)(iii) of Ind AS-24 "Related Party Disclosures", normal dealings of Company with related parties by virtue of public utilities are excluded from the purview of Related Party Disclosures.

ii) Outstanding balances of related parties at the year-end are unsecured.

iii) Remuneration to Key Managerial Personnel does not include provision for Leave Encashment and Gratuity as it is provided in the books of account on the basis of actuarial valuation for the Company as a whole and hence individual figures cannot be identified

iv) All above figures are net of taxes wherever applicable.

52 Leases

The Company has lease contracts for land, buildings and Servers used in its operations. Leases of this items are generally have lease terms between 1 to 99 years. Generally, the Company is restricted from assigning and subleasing the leased assets.

The Company has elected not to apply the requirements of Ind AS 116 to short term leases of all the assets that have a lease term of twelve months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognized as an expense on a straight line basis over the lease term.

The weighted average incremental borrowing rate applied to discount lease liabilities is 9.75% p.a.

53 Other Disclosures

a) The Hon'ble Supreme Court on September 28, 2021 has disposed of an appeal filed by the Company claiming deemed authorization for Sanand, Bavla and Dholka (Outer Ahmedabad City) to lay and maintain the gas distribution network. The Company has sought suitable directions from the PNGRB for the compliance of Hon'ble Supreme Court order. The counter party had filed an appeal before APTEL against an order of PNGRB. APTEL then disposed-off these appeals filed with the directions to PNGRB to adjudicate the matter. As such no financial impact has been considered in these financial statements.

b) The Company had signed a Definitive Agreement on November 03, 2020 for acquisition of 3 Geographical Areas namely Ludhiana, Jalandhar and Kutch (East). The matter regarding authorisation and penalties levied by The Petroleum and Natural Gas Regulatory Board ('the PNGRB') on the Seller consortium has been disposed favorably by Appellate Tribunal for Electricity (APTEL) recently. The intended transaction is yet to be consummated.

c) The Company has filed an appeal at Appellate Tribunal for Electricity (APTEL) challenging the impugned orders dated April 25, 2023 and April 26, 2023 passed by the PNGRB, whereunder the Company's application for authorisation has been rejected in relation to the laying, building, operating and expanding a City Gas Distribution Network in Noida District (including Greater Noida) Geographical Area and also for bifurcating Faridabad GA into F1 and F2 and awarding F1 to other entity.

54 Additional Regulatory Disclosures

a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (Ultimate beneficiaries) by or on behalf of the company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

No funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

b) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.

c) The Company has not been Declared a wilful defaulter by any bank or financial institution.

d) The Company did not enter into any transactions during the year with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

e) There are no charges or satisfaction yet to be registered with the Registrar of Companies beyond the statutory period.

f) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

g) The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (and previous 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.

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

(i) The difference in Quarterly Books of Accounts and Statements is on account of difference of timing of submission of Statement to Bank & timing of Audit/Limited Review Closure. Further such Submission of Quarterly statements is as per sanctioned terms.

For the year ended March 31 2023

There were no such differences.

56 During the previous financial year 2022-23, a short seller report ("SSR”) was published in which certain allegations were made on certain Adani Group Companies including the Company. In this regard, various writ petitions were filed with the Hon'ble Supreme Court ("SC”) seeking independent investigation of the allegations in the SSR and the Securities and Exchange Board of India ("SEBI”) also commenced investigating the allegations made in the SSR for any violations of applicable SEBI Regulations. The SC, in terms of its order dated March 02, 2023 also constituted an expert committee to investigate and advise into the various aspect of existing laws and regulations, and also directed the SEBI to consider certain additional aspects in its scope. The Expert committee submitted its report dated May 06, 2023, finding no evidence for regulatory failure, in respect of applicable laws and regulations. The SEBI also concluded its investigations in twenty-two of the twenty-four matters as per the status report dated August 25, 2023 to the SC.

The SC in its order dated January 03, 2024, disposed off all matters of appeal in various petitions including petitions for separate independent investigations relating to the allegations in the SSR (including other allegations) and stated that the SEBI should complete the pending two investigations, preferably within 3 months, and take its investigations (including the twenty-two investigations already completed) to their logical conclusion in accordance with law. During the year, the Company has received Show Cause Notice (SCN) from the SEBI relating to validity of Peer Review Certificate (PRC) of predecessor auditors in previous financial year, which the Company has responded to. Based on legal advice obtained, management believes that the matter is technical in nature and has no material consequential effects to relevant financial statements, and that there is no material non-compliance of applicable laws and regulations.

In April 23, the Company had obtained a legal opinion by independent law firm, confirming the Company is in compliance with the requirements of applicable laws and regulations.

Based on the legal opinions and the SC order referred above, the fact that there are no pending regulatory or adjudicatory proceedings as of date, except as mentioned above, management of the Company concludes that there are no consequences of the allegations mentioned in the SSR and other allegations on the Company, and accordingly, these standalone financial statements do not have any reporting adjustments in this regard.

57 The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software, however, the audit trail feature was not enabled at database level for accounting software SAP S/4 HANA to log any direct data changes for users with certain privileged access rights. Further there is no instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.

Presently, the log is enabled at the application level and the privileged access to HANA database continues to be restricted to limited set of users who necessarily require this access for maintenance and administration of the database.

58 Events Occurring After the Balance Sheet Date

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of April 30, 2024 there are no subsequent events to be recognized or reported that are not already disclosed.

The Board of Directors have recommended final dividend of ' 0.25 (25%) per equity share of the face value of ' 1 each for the financial year 2023-24. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.

59 Approval of Financial Statements

The financial statements were approved for issue by the board of directors on April 30, 2024.