20.1 Rights, Preferences and Restrictions Attached to Equity Shares:

The Company has one class of equity shares having a par value of Rs. 10/- each. However in the preceding period company had two class of equity shares having a par value of Rs. 10/- each (i) Equity shares with normal voting rights and (ii) Equity Shares with Differential voting rights. Every share holder holding shares with normal voting rights had on a show of hands or on a poll, 1 vote for every 1 share held by them and Every share holder holding shares with differential voting rights had on a show of hands or on a poll, 1 vote for every 100 shares held by them.

The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their share holding.

20.2

During the year ended 31st March 2023, The company had made an initial public offering (IPO) of 64,93,200 equity shares of face value of Rs. 10/- each fully paid up for cash at a price of Rs. 101/- per equity share (including share premium of Rs. 91/- per equity share) aggregating to Rs. 6,558.13/- Lakhs. The aforementioned equity shares were of the company got listed on NSE Emerge Platform on 11-Jul-2022.

(a) Pursuant to the approval of Shareholders of the Company at the Extra Ordinary General Meeting held on 24th March, 2023 and on the receipt of Rs. 1,391.00 Lakhs, being 25% of issue price / subscription money, the Board of Directors of the Company allotted 52,00,000 Convertible Warrants at an issue price of Rs. 107/- per warrant, aggregating to Rs. 5,564.00 Lakhs by way of preferential allotment to Promoters, Persons belonging to Promoters' Group and Person other than promoters and Persons belonging to Promoters' Group of the Company. In terms of allotment of such warrants, warrants shall be convertible into equal number of fully paid-up Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each, at an option of the Warrant Holders, at any time in one or more tranches, within 18 (Eighteen) months from the date of allotment of warrants on payment of balance 75% amount due on such warrants, and to issue fresh Equity Shares on conversion of Warrants to the Allottees.

(b) As on 21st March, 2024, the Company has issued and allotted 15,00,000 Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each on receipt of written request for exercising the option for conversion of 15,00,000 Convertible warrants alongwith the balance 75% (i.e. Rs. 80.25/- per warrant) of the issue price of the convertible warrants to be converted, i.e. Rs. 1,203.75 lakhs received by the company.

(a) Pursuant to the approval of Shareholders of the Company at the Extra Ordinary General Meeting held on 24th March, 2023 and on the receipt of Rs. 1,391.00 Lakhs, being 25% of issue price / subscription money, the Board of Directors of the Company allotted 52,00,000 Convertible Warrants at an issue price of Rs. 107/- per warrant, aggregating to Rs. 5,564.00 Lakhs by way of preferential allotment to Promoters, Persons belonging to Promoters' Group and Person other than promoters and Persons belonging to Promoters' Group of the Company. In terms of allotment of such warrants, warrants shall be convertible into equal number of fully paid-up Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each, at an option of the Warrant Holders, at any time in one or more tranches, within 18 (Eighteen) months from the date of allotment of warrants on payment of balance 75% amount due on such warrants, and to issue fresh Equity Shares on conversion of Warrants to the Allottees.

(b) As on 21st March, 2024, the Company has issued and allotted 15,00,000 Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each on receipt of written request for exercising the option for conversion of 15,00,000 Convertible warrants alongwith the balance 75% (i.e. Rs. 80.25/- per warrant) of the issue price of the convertible warrants to be converted, i.e. Rs. 1,203.75 lakhs received by the company.

The lender for this borrowing is the State Bank of India, and the term loan has been sanctioned for Rs. 2,530.00. The interest rate is 1.00% plus MCLR 6M, totaling 8.55%, which brings the total interest rate to 9.55%. The tenure for this loan is 75 months, with a repayment schedule of 11 months moratorium followed by 64 months of installments after the moratorium period. It is also required that the interest be serviced on a monthly basis. (Refer Note No. 27.3)

State Bank of India & Canara Bank have sanctioned working capital facilities (Including ILC/FLC, BG & Credit Exposure Limited refer Note 22) of Rs. 11,000.00 Lakhs & SBI has sanctioned term loan of Rs. 2,530 Lakhs to the company under consortium banking arrangement (SBI consortium) wherein SBI is a lead bank (Total credit limit Rs. 13,530 Lakhs), as per details given below:

(i) State Bank of India sanctioned Working capital limit of Rs. 5,500 Lakhs (Fund based limit of Rs. 5,000 Lakhs and Non - Fund based Limit of Rs. 500 Lakhs).

(ii) Canara bank sanctioned working capital limit of Rs. 5,500 Lakhs (Fund based limit of Rs. 5,000 Lakhs and Non -Fund based Limit of Rs. 500 Lakhs.)

(iii) State Bank of India, Term Loan of Rs. 2,530 Lakhs.

SBI consortium has appointed PNB Investment Services Limited as "Security Trustee".

Working capital facilities are secured by (i) Pari passu first charge by way of hypothecation over Raw Material, Stock in Process, Stock in Transit, Finished Goods, Stores, Spares & Receivables of the Company. (Refer Note No. 27.2)

Working capital facilities are secured by (ii) Pari passu second charge by way of hypothecation over Plant & Machinery to be procured out of Bank Term Loan (Existing & New P&M of Kapdvanj Plant and New P&M of Halol Plant). (Refer Note No. 27.2)

Working capital facilities are secured by (iii) Pari passu second charge by way of Equitable Mortgage over nonagricultural land bearing Survey/Block No. 1025/3, admeasuring about 40,266 sq.mtrs., paiki southern side admeasuring about 17,805 sq.mtrs., (amalgamation of old Survey Nos. 1025/3, admeasuring about 3,642 sq.mtrs., 1034/1, admeasuring about 8,093 sq.mtrs., 1035/1 2 3, admeasuring about 22,469 sq.mtrs., 1036/3, admeasuring about 6,070 sq.mtrs.) together with construction of factory standing thereon of mouje & Taluka: Kapadvanj, District: Kheda, Gujarat. (Refer Note No. 27.2)

Working capital facilities sanctioned by Canara Bank are secured first /exclusive charge by way of lien on Fixed Deposit of of Rs. 750 Lakhs in the name of company. (Refer note no 27.5)

Term loan is secured by first charge hypothecation of plant & machinery procured out of term loan (existing & new Plant & machinery of Kapadvanj plant & new P & M of Halol Unit) ( refer note no 27.3)

Term loan is secured by first charge by way of Equitable Mortgage over non- agricultural land bearing Survey/Block No. 1025/3, admeasuring about 40,266 sq.mtrs., paiki southern side admeasuring about 17,805 sq.mtrs., (amalgamation of old Survey Nos. 1025/3, admeasuring about 3,642 sq.mtrs., 1034/1, admeasuring about 8,093 sq.mtrs., 1035/1 2 3, admeasuring about 22,469 sq.mtrs., 1036/3, admeasuring about 6,070 sq.mtrs.) together with construction of factory standing thereon of mouje & Taluka: Kapadvanj, District: Kheda, Gujarat. (Refer note no 27.3)

Term loan is secured by Pari passu second charge by way of hypothecation over Raw Material, Stock in Process, Stock in Transit, Finished Goods, Stores, Spares & Receivables of the Company (Refer note no 27.3)

Working capital facilities granted by SBI Consortium and Term Loan granted by SBI are secured by collateral securities. (Refer Note No. 27.4)

27.2

Working capital facilities granted by SBI consortium Rs. 11,000 Lakhs:

Charge in favor of PNB Investment Services Limited of Rs. 11,000 Lakhs.

Pari passu first charge by way of hypothecation over entire current assets (present & Future, except mentioned below) of the Company including Raw Material, Stock in Process, Stock in Transit, Finished Goods, Stores, Spares & Receivables etc., kept at all owned/leased factory premises of the company or at any other place.

Pari passu second charge by way of hypothecation over Plant & Machinery to be procured out of Bank Term Loan (Existing & New P&M of Kapdvanj Plant and New P&M of Halol Plant).

Pari passu second charge by way of Equitable Mortgage over non- agricultural land bearing Survey/Block No. 1025/3, admeasuring about 40,266 sq.mtrs., paiki southern side admeasuring about 17,805 sq.mtrs., (amalgamation of old Survey Nos. 1025/3, admeasuring about 3,642 sq.mts., 1034/1, admeasuring about 8,093 sq.mts., 1035/1 2 3, admeasuring about 22,469 sq.mtrs., 1036/3, admeasuring about 6,070 sq.mtrs.) together with construction of factory standing thereon of mouje & Taluka: Kapadvanj, District: Kheda, Gujarat.

27.3

Term Loan Facilities Granted by SBI Rs. 2,530 Lakhs:

(i) first charge by way of hypothecation over Plant & Machinery to be procured out of Bank Term Loan (Existing & New P&M of Kapdvanj Plant and New P&M of Halol Plant).

(ii) First charge by way of Equitable Mortgage over non- agricultural land bearing Survey/Block No. 1025/3, admeasuring about 40,266 sq.mtrs., paiki southern side admeasuring about 17,805 sq.mtrs., (amalgamation of old Survey Nos. 1025/3, admeasuring about 3,642 sq.mtrs., 1034/1, admeasuring about 8,093 sq.mtrs., 1035/1 2 3, admeasuring about 22,469 sq.mtrs., 1036/3, admeasuring about 6,070 sq.mtrs.) together with construction of factory standing thereon of mouje & Taluka: Kapadvanj, District: Kheda, Gujarat.

(iii) pari passu Second charge by way of hypothecation over Raw Material, Stock in Process, Stock in Transit, Finished Goods, Stores, Spares & Receivables of the Company

27.4

Collateral Securities for both Working capital facilities of Rs. 11,000 Lakhs granted by SBI Consortium and Term Loan of Rs. 2,530 Lakhs granted by SBI: Total limit Rs. 13,530 Lakhs.

As per sanction terms, charge on following collateral securities to be created

(i) Pari Passu 1st charge by way of Equitable Mortgage over immovable property being Shop No. GF - 8, on ground floor, admeasuring about 417 sq.mtrs., - Super built up, in the scheme known as "Himalaya Business Centre", situated upon non-agricultural land bearing Survey No. 539 being allotted Final Plot No. 684 in the Town Planning Scheme No. 28 of mouje: Wadaj, Taluka: Sabarmati, District: Ahmedabad in the name of the Company.

(ii) Pari Passu 1st charge by way of Equitable Mortgage over immovable property being Plot No. 2348, admeasuring about 28,328 sq.mts., togetherwith construction of factory sheds and building, admeasuring about 9,225.26 sq.mts., standing thereon situated upon non - agricultural land bearing Survey No. 219 paiki of mouje: Chandrapur, Taluka Halol District: Panchmahal in the name of the Company.

(iii) Pari Passu 1st charge by way of Equitable Mortgage over industrial purpose non- agricultural land bearing Survey/ Block No. 1025/A/2, admeasuring about 15,277 sq.mtrs., (amalgamation of old Survey Nos. 1025/A/2, admeasuring about 5,665 sq.mtrs., 1032, admeasuring about 4,047 sq.mtrs., 1033, admeasuring about 5,767 sq.mtrs.,) of mouje & Taluka: Kapadvanj, District: Kheda in the name of the Company.

(iv) Pari Passu 1st charge by way of Hypothecation charge over plant and machinery on land bearing Plot No. 2348 bearing S. No. 219 paiki at Chandrapur, Taluka Halol, District: Panchmahal, Gujarat in the name of Company.

27.5

First/exclusivly charge of Canara Bank by way of lien on fixed deposit of Rs. 750 Lakhs in the name of the Company.

The Company participates in various supply chain finance programs under which participating suppliers may voluntarily elect to sell some or all of their Company receivables to third-party financial institutions. Supplier participation in the programs is solely up to the supplier, and participating suppliers enter their arrangements directly with the financial institutions. The Company and its suppliers agree on the contractual terms for the goods and services it procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in these programs. The suppliers' voluntary inclusion of invoices in these programs has no bearing on our payment terms. Further, the company has no economic interest in a supplier's decision to participate in these programs. As at 31-Mar-2024 and 31-Mar-2023, confirmed supplier invoices that are outstanding and subject to the third-party programs included in accounts payable on the balance sheets were Rs. 6,662.18 Lakhs and Rs. 204.35 Lakhs, respectively. The Company do not believe that future changes in the availability of supply chain financing will have a significant impact on the Company's liquidity.

B. Defined Contribution Plans Gratuity (Unfunded) :

(i) The company administers its employees gratuity scheme unfunded liability. The present value of the liability for the defined benefit plan of gratuity obligation is determined based on actuarial valuation by an independent actuary at the period end, which is calculated using the projected unit credit method, which recognises each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(ii) Gratuity benefits in india are governed by the payment of Gratuity Act, 1972. the Key Features are as under:

Benefits Offered : 15 / 26 X Salary X Duration of Service

Salary Definition : Basic Salary Including Dearness Allowance (If Any)

Benefit Ceiling : Benefit Ceiling of Rs. 20 Lakhs (Not Applied)

Vesting Conditions : 5 Years of Continuous Service

(Not Applicable In Case of Death/ Disability)

Benefit Eligibility : Upon Death or Resignation or Withdrawal or Retirement Retirement Age : 58, 60, 62 or 65 Years

(iii) Risks associated to the defined benefit plan of gratuity:

(a) Investment / Interest Risk:

The present value of defined benefit plan liability is calcuated using discount rate determined with refence to market yield on government bonds denominated in indian rupees. A decrease in the bond interest rate will increase the plan liability.

(b) Longevity Risk:

The present value of the defined benefit plan liablity is calculated by reference to the best estimate of the mortality of the plan participants both during and after their employment. An increase in the life exepectancy of the plan participants will increase the plan's liablity.

(c) Salary Risk:

The present value of the defined benefit plan liablity is calculated by reference to the future salaries of the plan participants. as such, an increase in the salary of the plan participants will increase the plan's liability.

(d) Legislative Risk:

Risks of increase in the plan liabilities or reduction in plan assets due to change in legislation.

# Subsequent to the approval of the Resolution Plan by Hon'ble NCLT wide order no. 368 of 2021 dated 13-Dec-2021, the Income tax department initiated recovery proceedings of demand outstanding for Assessment Year 2018-19 under section 154 of the Income Tax Act, 1961 in the name of AMCPL. Duly merged with The company as a result of above mentioned order The company has challenged the action of the income tax department by way of special civil application before the Hon'ble Gujarat High Court dated 27-Jun-2023 seeking to quash the said action and has also requested for an ad interim relief to stay the proceedings till the disposal of the company's petition. The company has been advised that the action of the income tax authorities is not in accordance with the law.

The Company has evaluated the impact of Supreme Court ("SC") judgement dated February 28, 2019 in the case of Regional Provident Fund Commissioner (II) West Bengal v/s Vivekananda Vidyamandir and Others, in relation to exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to Provident Fund ("PF") under the Employees' Provident Fund & Miscellaneous Provisions Act, 1952. There are interpretation issues relating to the said SC judgement. Based on such evaluation, management has concluded that effect of the aforesaid judgement on the Company is not material and accordingly, no provision has been made in the financial statements.

Note - 47 - Operating Segment Information

(a) The company has identified "Steel Products" viz Billets, Ingots, Forged Roundbars, Forged Bright Roundbars, Roundbars, RCS Bars, Brightbars and Seamless Pipes & Tubes, Electric Resistance Welded (ERW) Pipes & Tubes, which have similar risks and returns, as its sole primary business segment, accordingly, there are no separate reportable segment.

(b) Geographical Information

The geographical information analyses the Company's revenues and Non - Current Assets by the company's country of domicile (i.e., India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of customers and segment assets have been based on the geographical location of assets.

Key Managerial Personnel who are under the employment of the Company and entitled to post employment benefits and other long term employee benefits recognised as per Ind AS 19 -'Employee Benefits' in the Standalone Financial Statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.

F All Related Party transactions entered during the year were in ordinary course of business and are on arm's length basis and no amount has been recognised as bad or doubtful in respect of transactions with the Related Parites.

Note - 50 - Corporate Social Responsibility ('CSR') Expenses

Based on the guidance note on accounting for expenditure on corporate social responsibility activities (CSR) issued by the institute of chartered accountants of india and Section 135 of the Companies Act, 2013, read with rules made thereunder, expenditure incurred by the Company on CSR activities is as follows:

The Company's significant leasing arrangements are in respect of Land and Buildings, Plant & Equipment and Office Premises taken on leave and license basis.

Effective 01-Apr-2022, the Company adopted Ind AS 116: Leases and applied the standard to all lease contracts existing on 01-Apr-2022 using the modified retrospective method and recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the ROU asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the Company's incremental borrowing rate at the date of initial application. The weighted average incremental borrowing rate applied to lease liabilities is 10.95% to 11.65%.

The Company's financial liabilities mainly comprise the loans and borrowings in foreign as well as domestic currency, money related to capital expenditures, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's financial assets comprise mainly of investments, security deposits, cash and cash equivalents, other balances with banks, trade and other receivables that derive directly from its business operations.

The Company is exposed to the Market Risk, Credit Risk and Liquidity Risk from its financial instruments.

The Management of the Company has implemented a risk management system which is monitored by the Board of Directors of the Company. The general conditions for compliance with the requirements for proper and future-oriented risk management within the Company are set out in the risk management principles. These principles aim at encouraging all members of staff to responsibly deal with risks as well as supporting a sustained process to improve risk awareness. The guidelines on risk management specify risk management processes, compulsory limitations, and the application of financial instruments. The risk management system aims to identify, assess, mitigate the risks in order to minimize the potential adverse effect on the Company's financial performance.

The following disclosures summarize the Company's exposure to the financial risks and the information regarding use of derivatives employed to manage the exposures to such risks. Quantitative Sensitivity Analysis has been provided to reflect the impact of reasonably possible changes in market rate on financial results, cash flows and financial positions of the Company.

* Investment in subsidiaries are measured at cost as per Ind AS 27, "Separate financial statements", and hence not presented here.

@ Fair value of financial assets and liabilities measured at amortized cost approximates their respective carrying values as the management has assessed that there is no significant movement in factor such as discount rates, interest rates, credit risk. The fair values are assessed by the management using Level 3 inputs.

# The financial instruments measured at FVTPL represents current investments and derivative assets having been valued using level 2 valuation hierarchy.

Fair Value Hierarchy

The fair value of financial instruments as referred to in note below has been classified into three categories depending

on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets

for identical assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

Level 1: Quoted prices for identical instruments in an active market

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

Market Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market Risk comprises three types of Risk: "Interest Rate Risk, Currency Risk and Other Price Risk". Financial instrument affected by the Market Risk includes loans and borrowings in foreign as well as domestic currency, retention money related to capital expenditures, trade and other payables.

(a) Interest Rate Risk

Interest Rate Risk is the risk that fair value or future cash outflows of a financial instrument will fluctuate because of changes in market interest rates. An upward movement in the interest rate would adversely affect the borrowing cost of the Company. The Company is exposed to long term and short - term borrowings. The Company manages interest rate risk by monitoring its mix of fixed and floating rate instruments and taking actions as necessary to maintain an appropriate balance. The Company has not used any interest rate derivatives.

(b) Foreign Currency Risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar and Euro. Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the functional currency of the Company. Considering the volume of foreign currency transactions, the Company has taken certain forward contracts to manage its exposure.

C Credit Risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets. (i) Low credit risk, (ii) Moderate credit risk, (iii) High credit risk.

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

• Cash and Cash Equivalent and Bank Balance:

Credit Risk related to cash and cash equivalents and bank balance is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

• Loans and other Financial Assets Measured at Amortized Cost:

Other financial assets measured at amortized cost includes export benefits receivables, bank deposits with maturity of more than 12 months and other receivables. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

• Trade Receivables:

Life time expected credit loss is provided for trade receivables. Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

• Expected Credit Losses:

Expected Credit Loss for Trade Receivables and Other Receivables under simplified approach:

The Company recognizes lifetime expected credit losses on trade receivables & other receivables using a simplified approach, wherein Company has defined percentage of provision by analyzing historical trend of default based on the criteria defined below and such provision percentage determined have been considered to recognize life time expected credit losses on trade receivables/other receivables (other than those where default criteria are met in which case the full expected loss against the amount recoverable is provided for). Further, the Company has evaluated recovery of receivables on a case to case basis. No provision on account of expected credit loss model has been considered for related party balances. The Company computes credit loss allowance based on provision matrix. The provision matrix is prepared on historically observed default rate over the expected life of trade receivable and is adjusted for forward - looking estimate.

Liquidity Risk is the risk that the Company will encounter difficulty in raising the funds to meet the commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

The Cash Credit and other facilities may be drawn at any time and may be terminated by the bank without notice. • Maturities of Financial Liabilities:

The table below analyses financial liabilities of the Company into the relevant maturity grouping based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows:

E Capital Management

The Company's capital management objectives are:

> To ensure the company's ability to continue as a going concern

> To provide an adequate return to share holders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet. Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

The Company has complied with the covenants as per the terms and conditions of the major borrowing facilities throughout the Reporting Period.

Note - 53 - First Time Adoption of Indian Accounting Standards ('Ind AS')

These are the Company's first financial statements prepared in accordance with Ind AS. For all period up to and including the year 31-Mar-2023, the Company had prepared its financial statements in accordance with the Accounting Standards notified under Section 133 of The Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 ("Previous GAAP"). For the year ended on 31-Mar-2024 prepared and presented in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 in accordance with the accounting policies as set out by the Company in Note No. 1.

The Accounting Policies as set out in Note No. 1 have been applied in preparing its financial statements for the year

ended 31-Mar-2024 including the Comparative information for the year ended on 31-Mar-2023 and the Opening Ind AS Balance Sheet on the date of transition i.e., 01-Apr-2022.

In preparing its Ind AS Balance Sheet as at 01-Apr-2022 and in preparing the Comparative information for the period ended 31-Mar-2023, the Company has adjusted amounts reported previously in financial statements prepared in

accordance with Previous GAAP. This note explains the principal adjustments made by the Company in restating its

financial statements prepared under Previous GAAP for the followings:

(a) Balance Sheet as at 01-Apr-2022 (Transition Date);

(b) Balance Sheet as at 31-Mar-2023;

(c) Statement of Profit and Loss for the year ended on 31-Mar-2023; and

(d) Statement of Cash Flows for the year ended 31-Mar-2023

Ind AS 101 - First Time Adoption of Indian Accounting Standard, allow the first-time adopters, exemptions from the retrospective application and exemption of certain requirements of the Other Ind AS. The Company has availed the following exemptions as per Ind AS 101.

A. Ind AS Optional Exemptions:

1) Financial Instruments:

For the financial instruments, where the fair market values are not available (viz. interest free and below market rate security deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions entered after the date of transition.

2) Deemed cost of property, Plant and equipment and intangible Assets:

The Company has elected to consider the Carrying Value of all its Property, Plants and Equipment's (PPE) and Intangible Assets recognized in the financial statements prepared under Previous GAAP and use the same as Deemed Cost in the Opening Ind AS Financial Statements.

3) Deemed cost for Investments in subsidiaries:

The carrying amount of Company's Investments in its Associate Companies as per the financial statements of the Company prepared under Previous GAAP, are considered as Deemed Cost for measuring such investments in the Opening Ind AS Financial Statements.

4) Leases:

The company has elected to measure the right of use assets at the date of transition as if Ind AS 116 had been applied since the commencement date of the lease, but discounted using the lessee's incremental borrowing rate at the date of transition to Ind AS. Further the following expedients were used on transition to Ind AS.:

- the use of single discount rate to portfolio of leases with reasonably similar Characteristics.

- the accounting for operating leases with a remaining lease of less than 12 months as on transition date as short-term leases

- the exclusion of initial direct costs for the measurement of the Right-of-use assets at the date of initial application.

B. Ind AS Mandatory Exceptions:

1) Estimates:

An entity estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimate made for the same date in accordance with Previous GAAP (after adjustment to affect any difference in accounting policies) unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 01-Apr-2022 are consistent with the estimates as at the same date made in conformity with Previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as there were not required under previous GAAP.

- The company has applied modified retrospective approach to all leases contract existing as at 01-Apr-2022 under Ind As 116

2) Classification and measurement of financial assets and liabilities:

The classification and measurement of financial assets will be made considering whether the conditions as per Ind AS 109 are met based on facts and circumstances existing as on date of transition. Financial Assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and circumstance existing at the date of transition and if it is impracticable to assess elements of modified time value of money i.e., use of effective interest method, fair value of financial assets at the date of transition shall be the new carrying amount of that asset. The measurement exemption applies for financial liabilities as well.

C. Reconciliations between Previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from Previous GAAP to Ind AS.

Foot notes to First time adoption changes:

1 Lease accounting adjustment under Ind AS 116

The Company has leases for Immovable properties, Plant & Machinery and related facilities. Under the previous GAAP, all the of the payments in regard to these leases were expensed off in the statement of profit and loss. However, under Ind AS 116, the accounting is different as each lease is reflected on the balance sheet as a right-of-use asset and a lease liability with the exception of short-term leases and leases of low-value underlying assets which is expensed off in the statement of profit and loss. The Company classifies its right-of-use assets in a consistent manner to its property, plant and equipment.

The above adjustment has also impacted cash flow statement of the Company as under the previous GAAP, the rent paid was used to be classified as operating activity; while the payments of lease liability under Ind AS 116 is classified under financing activities as per Ind AS 7.

Under the previous GAAP, the company has created rent equalization on straight line basis for the rent receivable. The same has been reversed as per the Ind AS 116.

2 Measurement of financial assets and financial liabilities at amortized cost

Under Previous GAAP, all financial assets and financial liabilities were carried at cost. Under Ind AS, certain financial assets and financial liabilities are subsequently measured at amortized cost which involves the application of effective interest method. In applying the effective interest method, an entity identifies, fees that are an integral part of the effective interest rate of a financial instrument. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial asset or financial liability to the gross carrying amount of the financial asset or financial liability. For certain financial liabilities, the fair value of the financial liability at the date of transition to Ind AS has been considered as the new amortized cost of that financial liability at the date of transition to Ind AS.

3 Deferred tax impact on above Ind AS

Under Previous GAAP, deferred tax was accounted using the income statement approach, on the timing differences between the taxable profit and accounting profits for the period. Under Ind AS, deferred tax is recognized following balance sheet approach on the temporary differences between the carrying amount of asset or liability in the balance sheet and its tax base. In addition, various transitional adjustments have also led to recognition of deferred taxes on new temporary differences.

4 Other Transition Adjustments

The errors and omissions came across upon the transition to Ind AS were adjusted in the Financial Statements includes Property, Plant & Equipment and Provision for Income under the Other Current Assets.

5 Recognition of loss allowance for expected credit losses on financial assets measured at amortized cost

Under Previous GAAP, provision for doubtful debts was recognized based on the estimates of the outcome and of the financial effect of contingencies determined by the management of the Company. This judgement was based on consideration of information available up to the date on which the financial statements were approved and included a review of events occurring after the balance sheet date.

Under Ind AS, a loss allowance for expected credit losses is recognized on financial assets carried at amortized cost. Expected loss on individually significant receivables is assessed when they are past due and based on company's historical counterparty default rates and forecast of macroeconomic factors. Other receivables have been segmented by reference to the industry of the counterparty and other shared credit risk characteristics to evaluate the expected credit loss. The expected credit loss estimate is then based on recent historical counterparty default rates for each identified segment.

6 Reclassification / Regrouping upon Transition to Ind AS

Previous GAAP figures have been reclassified/regrouped wherever necessary to confirm with financial statements prepared under Ind AS.

(ii) Surplus funds have been invested with various corporates (un-related parties). It is repayable on demand and carries interest rate in the range of 8.00% to 15.00% p.a. Maximum balance outstanding during the year is Rs. 1,962.19 Lakhs (Preious Year: Rs. 757.03 Lakhs)

(iii) The Company subscribed Right Issue made/offered by Mangalam Saarloh Private Limited, a subsidiary of the Company, for 56,000 Equity share of Rs. 10/- each for cash at par in the previous year.

Note - 55 - Utilisation of Borrowed Funds and Share Premium

The Utilisation of the Proceeds from said allotment of 15,00,000 Equity Shares of Rs. 10/- (at a premium of Rs. 97/-) each upon conversion of 15,00,000 Convertible Warrants out of 52,00,000 Convertible Warrants issued on preferential basis, amounting to Rs. 1,203.75 Lakhs (being 75% of the issue price of the warrants converted), is as under:

Note - 56 - Corporate Insolvency Resolution Process (Resolution Plan)

H M Industrial Private Limited (HMIPL) (FY 2022-23)

(A) In the matter of H.M. Industrial Private Limited, a Corporate Debtor ('CD'/'HMIPL') an application for CIRP proceedings was admitted by Hon'ble NCLT (NCLT), Ahmedabad under provisions of the Insolvency and Bankruptcy Code, 2016 (Code) on 07-06-2019. Hon'ble NCLT had ordered for moratorium under section 14 of the Code. Vide order dated 0706-2019. Thereafter, Application for approval of Resolution Plan submitted by Mangalam Global Enterprise Limited, a group Company under the provisions of IBBI (Insolvency Resolution Process for Corporate Persons Regulations, 2016) along with Scheme of Arrangement in the nature of demerger and amalgamation, under Section 230-232 of the Companies Act, 2013, has been approved by the Hon'ble NCLT (Adjudicating Authority), vide order dated 20-092022.

(a) The approved 'Resolution Plan' shall become effective from the date of passing of this order (Date 20-09-2022) (Order).

(b) The order of moratorium dated 07-06-2019 passed by this Adjudicating Authority under Section 14 of IBC, 2016 shall cease to have effect from the date of the order.

(c) The resolution applicant has sought for concessions and Reliefs, /Directions/ Specific -orders from NCLT requested/ Prayed under the Resolution Plan.

(d) With regards to concessions and Reliefs,/Directions/ Specific -orders from NCLT requested/ Prayed under the Resolution Plan, the NCLT has made following directions.

As far as reliefs and concessions claimed by the Resolution Applicant, the law has been well settled by the Hon'ble Supreme Court in the case of Ghanashyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited and Ors. reported in MANU/SC/0273/2021 in the following words:

I. The legislative intent behind this is, to freeze all the claims so that the resolution applicant starts on a clean slate and is not flung with any surprise claims. If that is permitted, the very calculations on the basis of which the resolution applicant submits its plans, would go haywire and the plan would be unworkable.

II. We have no hesitation to say, that the word "other stakeholders" would squarely cover the Central Government, any State Government or any local authorities. The legislature, noticing that on account of obvious omission, certain tax authorities were not abiding by the mandate of I&B Code and continuing with the proceedings, has brought out the 2019 amendment so as to cure the said mischief..."

In view of the above, we hold that the Resolution Applicant cannot be saddled with any previous claim against the Corporate Debtor prior to initiation of its CIRP. For the permits, licenses, leases, or any other statutory right vested in the Corporate Debtor shall remain with the Corporate Debtor and for the continuation of such statutory rights, the resolution applicant has to approach the concerned statutory authorities under relevant laws.

(B) Successful Resolution Applicant and Scheme of Arrangement

The adjudicating authority has approved the resolution plan submitted by M/s Mangalam Global Enterprise Limited (Successful Resolution Applicant), one of the group company, alongwith the Scheme of Arrangement in nature of demerger and amalgamation vide its order dated 20-09-2022.

As a part of Resolution Plan, a composite scheme of arrangement is proposed by Resolution Applicant, whereby it is proposed to demerge Steel Division of the Corporate Debtor (HMIPL) in to Mangalam Worldwide Limited and also amalgamation of remaining business of CD (HMIPL) into Mangalam Global Enterprise Limited (MGEL) (Resolution Applicant).

On approval of Resolution Plan, the existing Board of Corporate Debtor is proposed to be replaced by MGEL nominees on the Board to manage the company. MGEL shall identify and appoint a suitable professional to manage the affairs of the company on a day-to-day basis, with the support of the key managerial personnel of the company and with guidance from the Board of Directors.

(C) Payment and settlement of Claims/ Accounting of effect of Resolution Plan:

(a) The resolution plan is being given effect in to the present accounts. After approval of the resolution plan by the Adjudicating Authority, the Resolution Applicant filed Interlocutory Application (IA) for extension of time for making payment of the last tranche to the Secured Financial Creditors which otherwise falls due on 19th December, 2022 under Resolution Plan. Thereafter, as per Adjudicating Authority order dated 21st February, 2023, the Company and Resolution Applicant had made the entire payment / last trench of payment on 24-02-2023, as per approved resolution plan, as per the details given below.

(c) All the liabilities/ Claims which are extinguished and not payable as per the approved resolution plan has been written back and credited to Reserve and Surplus.

(d) Any asset which is identified and no longer exist is written off and debited to Profit & Loss account.

(e) Fixed Assets is continued at its carrying value after providing for depreciation as per accounting policy.

(f) Provision for diminuting in value of investment is made as per the information available and realisability estimation based on conservatism.

(g) Provision for doubtful debts and other current assets is made as per the information available and realisability estimation based on conservatism.

(h) Since all the liabilities/claims of the said stakeholders shall stand extinguished and other claims including Government/ Statutory Authority, whether lodged during CIRP or not, shall stand extinguished, under the circumstances, any income tax / direct tax liability which may arise on filing of income tax return for the period upto 19-09-2022 has not been calculated since the same stand extinguished and hence no provision for income tax is made in this accounts.

(i) The resolution plan approved by the adjudicating authority is found to be feasible and viable and hence the financial statement is prepared based on going concern basis

Reason for Variance

(i) Debt Service Coverage Ratio has improved due to the increase in net profit and depreciation compared to the previous year.

(ii) Return on Equity Ratio is declining mainly due to the sizeable increase in equity compared to net profit.

(iii) Inventory Turnover Ratio is declined due to increase in inventory due to addition of new products and certain level of raw material required to be maintained for each product.

(iv) Trade Receivable Turnover Ratio is declining due to an increase in inventory due to the addition of new products and the level of raw materials required to be maintained for each product.

(v) Trade Payable Turnover Ratio is decrease due to addition of new products in which longer credit period is availed as per market practice.

(vi) Return on Capital Employed Ratio is increased due to increase in equity and borrowings compared to previous year.

(vii) Return on Investment Ratio is declining due to lower income generated compared to the previous year.

* Earnings for Debt Service = Earnings before finance costs, depreciation and amortisation, exceptional items and tax (EBIDTA)/ (Finance cost for the year Principal repayment of long-term debt liabilities within one year.

Note - 58 - Events Occurring after the Balance sheet Date

The Group 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. There are no subsequent events to be recognized or reported that are not already disclosed.

Note - 59 - Audit Trail

The Company uses an accounting software for maintaining its books of account which has operated throughout the year for all relevant transactions recored in the accounting software. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.

Note - 60 - Social Security Code

The Indian Parliament has approved the Code on Social Security, 2020 ("Code") which may likely impact the obligations of the Company for contribution to employees' provident fund and gratuity. The effective date from which the Code is applicable and the rules to be framed under the Code are yet to be notified. In view of this, impact if any, of the change will be assessed and accounted in the period in which the Code and the rules thereunder are notified.

(b) The Company have investment property of an immovable property bearing GF-08, Himalaya Business Centre, 132 ft. Ring Road, RTO Circle, Ahmedabad, amount of Rs. 366.70 Lakhs.

(c) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) and Intangible Assets.

(d) There are no Loans or Advances in the nature of loans that are granted to Promoters, Directors, KMPs and their

Related Parties (as defined under Companies act, 2013), either severally or jointly with any other person, that are outstanding as on 31 March 2024:

(i) Repayable on Demand; or

(ii) Without specifying any terms or period of repayment

(e) Capital Work in Progress Ageing Schedule: Refer Note No. 7

(f) There are no Intangible Assets under development As at 31-Mar-2024

(g) No Proceedings have been initiated or pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(h) Borrowings Secured against Current Assets: Refer Note No. 27.1

(i) The Company is not declared Willful Defaulter by any Bank or Financial Institution or Other Lender.

(j) The Company has not undertaken any transactions with Companies Struck Off Under Section 248 of the companies

act, 2013 or section 560 of companies act, 1956.

(k) No Charges or satisfaction of charges are yet to be registered with registrar of companies beyond the statutory period as on 31 March 2024.

(l) The Company has complied 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.

(m) No Scheme of arrangements has been approved by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013 except as disclosed in Note No. 56

(n) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall 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 to or on behalf of the ultimate beneficiaries.

(o) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall 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 party or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(p) No Transactions has been surrendered or disclosed as income during the year in the tax assessment under the income tax act, 1961. There are no such previously unrecorded income or related assets.

(q) Corporate Social Responsibility (CSR) : Refer Note No. 50

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

(s) The Company has disposed off some of the Plant & Machinery having WDV in the books worth of Rs. 538.74 Lakhs. The assets were acquired through resolution plan approved by Hon'ble NCLT, Ahmedabad vide their order dated 13th December, 2021 in case of merger of Agarwal Mittal Concast Private Limited with the company.

Note - 62 -

Previous Year's figures have been regrouped, rearrange, reclassified wherever necessary to correspond with the current

year classification / disclosure.

Note - 63 - Authorisation of Financial Statements

The Financial Statements for the year ended 31st March 2024 were approved by the board of directors on 19th April,

2024.