(b) Rights, Preferences and Restrictions to equity shares

The Company has only one class of equity shares having a par value of C5 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the shareholders will be entitled to receive the remaining assets of the Company, in proportion to their shareholding.

(e) For the period of five years immediately preceding the balance sheet date

(i) Details of number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash

- The Company has not allotted any shares pursuant to contracts without payment being received in cash

(ii) Details of number and class of shares allotted as fully paid up by way of bonus shares:

- The Company has not allotted any shares as fully paid up by way of bonus shares

(iii) Details of number and class of shares bought back:

- The Company has not bought back any shares during the period of 5 years immediately preceding the balance sheet date

(iv) Qualified Institutions Placement ('QIP')

During the year 2024-25, the Company issued 27,27,272 equity shares of face value C5 each through Qualified Institutions Placement ('QIP') at an issue price of C4,400/- per share (including securities premium of C4,395/- per share) aggregating C1,20,000 lakhs. .

Refer "Statement of Changes in Equity" for additions/deletions in each of these items

A. Securities Premium represents premium received on equity shares issued, which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

B. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend pay-out, bonus issue, etc.

C. Retained Earnings includes C5,542 lacs of revaluation reserve created due to Land revaluation on transition to Ind AS (April 1, 2015), which will not be available for distribution of profits

D. Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognised and accumulated in this reserve are reclassified to profit or loss only when the hedged transaction affects the profit or loss.

E. The amount that can be distributed by the Company as dividends to its equity shareholders is determined considering the requirements of the Companies Act, 2013 and the dividend distribution policy of the Company. Thus, the amount reported in General Reserve is not entirely distributable.

In respect of the year ended March 31, 2025, the Board of Directors has proposed a final dividend of C5 per share of face value C5 each to be paid on fully paid equity shares. This dividend is subject to approval by shareholders at the forth coming Annual General Meeting and has not been included as a liability in these financial statements. The proposed dividend is payable to all holders of fully paid equity shares. The total estimated dividend to be paid is C1193 lakhs.

3.2 Employee Benefits

The Union Ministry of Labour issued draft rules under section 67 of the Code on Wages Act on 7 July 2020 in the Gazette and the Act is yet to be effective

The three labour codes, the Occupational Health, Safety and Working Conditions Code 2020, the Industrial Relations Code 2020 and the Code on Social Security 2020 have been passed by the parliament and have also received the assent of the President of India on 28 September 2020. However, the date on which these Codes will come into effect has not been notified. The Company will assess the impact of these Codes and will record any related impact in the period these Codes become effective.

3.2 A Defined Contribution Plan

The employee provident fund & employee state insurance are in the nature of Defined Contribution Plan. The contributions made to these scheme are considered as expense in the Statement of Profit and loss when the employee renders the related service.

The total expenses recognised in Statement of Profit and Loss of C644 lakhs (2023-24: C562 lakhs) represents contribution payable to these plans by the Company at rates specified in the rules of the plan.

3.2 B Defined benefit plans

a. The Company extends defined benefit plan in the form of gratuity to employees. The Company makes annual contribution to gratuity fund administered by trustees and managed by SBI Life Insurance Company Ltd. The Company's liability is determined based on actuarial valuation done at the year end as per projected unit credit method. The plan provides for a lump-sum payment to vested employees at retirement, death, while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service subject to the maximum of C20 lakhs. Vesting occurs upon completion of five years of service.

These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

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

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

Market Risk Market risk is a collective term for risks that are related to the changes and fluctuations of the financial

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

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

g. The Company funds the cost of the gratuity expected to be earned on a yearly basis to SBI Life Insurance Company Limited, which manages the plan assets.

The actual return on plan assets was C82 lakhs (2023-24: C129 lakhs)

h. Significant actuarial assumptions for the determination of the defined obligation are discount rate and expected salary increase. The sensitivity analysis below has been determined based on reasonably possible changes of the respective assumption occurring at the end of the reporting year.

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 each reporting year, 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 and assumptions used in preparing the sensitivity analysis from previous year.

The Company has been fully funding the liability through a trust administered by an insurance Company. Regular assessment of the increase in liability is made by the insurance Company and contributions are being made to maintain the fund. Subject to credit risk of the insurance Company & the asset liability mismatch risk of the investments, the Company will be able to meet the past service liability on the valuation date that falls due in the future.

The Company expects to make a contribution of C441 lakhs (as at March 31, 2024: C349 lakhs) to the defined benefit plans for the next financial year.

3.4 Financial Instruments:

3.4a Capital Management:

The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The Company manages its capital structure and makes adjustments to it, in light of changes to economic conditions and the strategic objectives of the Company. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, buy back shares and cancel them, or issue new shares. The Company finances its operations by a combination of retained profit, bank borrowings, disposals of property assets and leases.

The Company monitors the capital structure on the basis of total debt to equity and maturity profile of the overall debt portfolio of the Company.

3.4b Financial risk management

In course of its business, the Company is exposed to certain financial risks that could have significant influence on the Company's business and operational / financial performance. These include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

The Board of Directors reviews and approves risk management framework and policies for managing these risks and monitors suitable mitigating actions taken by the management to minimise potential adverse effects and achieve greater predictability to earnings.

In line with the overall risk management framework and policies, the treasury function provides services to the business, monitors and manages through an analysis of the exposures by degree and magnitude of risks.

The Company uses derivative financial instruments to hedge risk exposures in accordance with the Company's policies as approved by the board of directors.

i. Market Risk

Market risk is the risk that changes in market prices, liquidity and other factors that could have an adverse effect on realisable fair values or future cash flows to the Company. The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates as future specific market changes cannot be normally predicted with reasonable accuracy.

A. Foreign currency risk management:

The Company undertakes transactions denominated in foreign currencies and thus it is exposed to exchange rate fluctuations. The Company actively manages its currency rate exposures, arising from transactions entered and denominated in foreign currencies, through treasury division and uses derivative instruments such as foreign currency forward contracts to mitigate the risks from such exposures. The use of derivative instruments is subject to limits and regular monitoring by the management. The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting year are as follows.

Foreign currency sensitivity analysis:

Movement in the functional currencies of the various operations of the Company against major foreign currencies may impact the Company's revenues from its operations. Any weakening of the functional currency may impact the Company's cost of imports and cost of borrowings and consequently may increase the cost of financing the Company's capital expenditures.

The foreign exchange rate sensitivity is calculated for each currency by aggregation of the net foreign exchange rate exposure of a currency and a parallel foreign exchange rates shift in the foreign exchange rates of each currency by 1%, which represents Management's assessment of the reasonably possible change in foreign exchange rates.

The Company is exposed to interest rate risk pertaining to funds borrowed at both fixed and floating interest rates. The risk of floating interest rates in foreign currency loans is managed by the Company by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rates at the end of the reporting year. For floating rate liabilities which are unhedged, the analysis is prepared assuming that the amount of the liability as at the end of the reporting year was outstanding for the whole year. An increase or decrease of 50 basis point in rupee interest rates and 25 basis points in USD SOFR rate 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.

Foreign currency and interest rate sensitivity analysis for swap contracts:

The Company has taken interest rate swaps ('IRS') to hedge the interest rate risks. The marked-to-market gain as at March 31, 2025 is C47 lakhs (March 31, 2024 is C166 lakhs). The amount of loss recognised in OCI for the year ended March 31, 2025 is

C118 lakhs (March 31, 2024 is C65 lakhs) and the amount of gain recognised in Statement of Profit and Loss for the ineffective portion of cash flow hedge for the year ended March 31, 2025 is C NIL (March 31, 2024: C NIL).

In addition to the above, the Company has an Interest Rate Collar ('IRC'), to hedge the interest rate risks. The marked-to-market gain as at March 31,2025 is C38 lakhs (March 31, 2024 is C90 lakhs). The amount of loss recognised in OCI for the year ended March 31,2025 is C52 lakhs (March 31,2024 is loss C49 lakhs).

In case of currency swaps, the effective portion of cash flow hedges, is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in Statement of Profit and Loss. Amounts recognised as OCI are transferred to Statement of Profit and Loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs when the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability. The marked-to-market gain as at March 31, 2025 is C NIL (March 31, 2024: C NIL). The amount recognised in OCI for the year ended March 31,2025 is C NIL (March 31,2024:Nil). Also, the effect given to OCI on account of restatement loss of the underlying foreign currency loans for the year ended March 31, 2025 is C346 lakhs (March 31, 2024: 198 lakhs).

Further, the Company has call options for principal payments of two of its foreign currency loan which are designated as a cash flow hedge. The marked-to-market gain as at March 31, 2025 is C926 lakhs (March 31, 2024: gain of C477 lakhs). The amount of gain recognised in OCI for the year March 31, 2025 is C449 lakhs (March 31, 2024 - loss of C287 lakhs).

ii. Credit Risk:

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations. • Trade receivables:

The Company periodically assesses the financial reliability of customers taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. These include customers, which have high credit-ratings assigned by international and domestic credit-rating agencies. Individual risk limits are set accordingly. The Company's trade and other receivables, including loans under customer financing activities, consists of a large number of customers, across geographies.

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 into account historical credit loss experience and adjusted for forwardlooking information.

• Other financial assets:

a. Craftsman Europe BV- Netherlands - wholly owned subsidiary

The Company had granted interest-free loans to Craftsman Europe B.V. Earlier, the Company fair valued the loan based on an estimated contractual repayment schedule, and the difference between the initial fair value and the amount of cash advanced was considered as an additional capital contribution in the subsidiary (deemed equity) and accounted in the books.

Further, the management based on the information available and considering the future business plan, cash flow projections & forecasts is of the view that the recoverable amount of investment is more than the carrying amount

of investments and there has not been any significant increase in the credit risk & loan being credit impaired as the subsidiary is operating on a self-sustaining basis and generating profits.

b. DR Axion India Private Limited - wholly owned subsidiary:

The Company held 76% of the equity capital of DR Axion India Private Limited as at March 31, 2024.

During the year FY 2025, The Company acquired the remaining 24% of Non-Controlling interest for a consideration of C25,000 lakhs. With this acquisition, DR Axion India Private Limited becomes a wholly owned subsidiary of the Company w.e.f July 01,2024.

c. Sunbeam Lightweighting Solutions Private Limited - wholly owned subsidiary:

The Company has acquired 100% of total securities of Sunbeam Lightweighting Solutions Private Limited ('SLSPL') comprising 853,147,112 equity shares of C10 each and 135,380,000 compulsorily convertible preference shares of C10 each for C1 on October 09, 2024 and subscribed to 37,60,00,000 Optionally Convertible Debentures (OCD) of C10 each i.e., a total consideration of C37,600 lakhs. By virtue of the voting and other rights as per the securities subscription and purchase agreement, SLSPL has been assessed as a wholly owned subsidiary of the Company in compliance with Ind AS 110 - 'Consolidated Financial Statements' with effect from October 09, 2024.

Subsequent to the acquisition, the company further subscribed to 23,00,00,000 Optionally Convertible Debentures of C10 each i.e., a total consideration of C23,000 lakhs. The Optionally Convertible Debentures are redeemable after a period of 20 years with a coupon of 0.0001% per annum convertible at the option of the company.

The total OCD subscribed C60,600 Lakhs has been fair valued in accordance with Ind AS 109 and C40,639 lakhs have been recognized as deemed equity (Refer Note: 1.5).

d. Craftsman Germany GmbH, Germany- Wholly owned subsidiary:

The Company acquired Craftsman Germany GmbH along with its wholly owned subsidiary, Craftsman Fronberg Guss GmbH on July 22, 2024 for EUR 57,000 (C52 Lakhs). The Company, along with its German subsidiaries, entered into a Share Purchase Agreement and an Asset Purchase Agreement with certain parties to acquire assets of strategic interest in Germany. The transactions related to these purchases were successfully concluded in October 01, 2024. To facilitate the acquisition of these assets and support working capital requirements, the Company further infused EUR 16.39 million (equivalent to C15,316 lakhs) into Craftsman Germany GmbH post acquisition as contributions to the capital reserve as per the German Commercial Code. Along with the subsequent infusion the total investment in Craftsman Germany GmbH is C15,368 Lakhs.

e. Bhatia Coke & Energy Limited:

Bhatia Coke & Energy Limited is under "Corporate Insolvency resolution process" as per the MCA website. Also, the management of the Company is taken over by an insolvency professional appointed by the National Company Law Tribunal (NCLT)

Given this, the Company has fair valued the investment to NIL in FY 2020-21. d. Others:

None of the Company's other cash equivalents , including time deposits with banks as at March 31, 2025, are overdue or impaired.

iii. Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company has obtained fund and non-fund based working capital limits from various banks. The Company invests its surplus funds in bank fixed deposit, which carry minimal marked-to-market risks.

The table below summarizes the maturity profile remaining contractual maturity period at the balance sheet date for its non-derivative financial liabilities based on the discounted cash flows.

The table below summarizes the maturity profile for its derivative financial assets and liabilities based on the undiscounted contractual net cash inflows and outflows on derivative liabilities that settle on a net basis or gross basis. The table includes both hedge effective & ineffective derivative instruments. Hedge effective instruments are fair valued through Other Comprehensive Income & hedge ineffective derivative instruments are fair valued through Statement of Profit and Loss.

3.4d Fair value measurements:

i) Financial assets and financial liabilities that are measured at fair value on a recurring basis as at the end of each reporting year:

The fair value of financial instruments as referred to in note above have 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).

The categories used are as follows:

• Level 1 : Quoted Price for identical instruments in an active market

• Level 2 : Directly or indirectly observable market inputs, Other than level 1 inputs and

• Level 3 : Inputs which are not based on observable market data

Calculation of Fair Values:

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used.

*On acquisition of Sunbeam Lightweighting Solutions Private Limited, the Company subscribed to OCD of C37,600 lakhs of SLSPL. Subsequent to the acquisition the company further subscribed to OCDs of C23,000 lakhs. The total OCDs of C60,600 lakhs has been fair valued in accordance with Ind AS 109 and segregated into equity investment of C40,639 lakhs and debt of C6,294 lakhs and the remaining as deferred tax asset on initial recognition. The debt portion along with interest unwinding stands at C6,640 lakhs as above.

3.6 Contingent Liabilities and Commitments a) Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

3.11 Segment Reporting:

The Company has reported segment information as per Indian Accounting Standard 108 "Operating Segments" (Ind AS 108) read with SEBI's circular CIR/CFD/FAC/62/2016 dated 05 July 2016. Accordingly, the Company has identified the reportable segments based on end consumption of the products sold or services rendered and is consistent with performance assessment and resource allocation by the management. Segment revenue comprises sales and operational income allocable specifically to a segment. Un-allocable expenditure mainly includes corporate expenses, finance cost and other administrative expenses. Un-allocable income primarily includes Other Income.

3.13 Qualified Institutions Placement ('QIP') :

During the year 2024-25, the Company issued 27,27,272 equity shares of face value C5 each through Qualified Institutions Placement ('QIP') at an issue price of C4,400/- per share (including securities premium of C4,395/- per share) aggregating C1,20,000 lakhs. The objects of the QIP as per the placement document are repayment / pre-payment, in full or in part, of certain borrowings of the Company, acquisition of balance equity shares of DR Axion India Private Limited, a subsidiary of the Company and general corporate purposes. The proceeds were fully utilised towards the above said objects during the year under consideration. The costs that are attributable directly to the above transaction amounting to C1,977 lakhs, have been adjusted against securities premium.

3.14. a) No proceedings have been initiated on or are pending against the Company for holding benami property under the

Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder

3.14. b) The Company has not been declared as a wilful defaulter by any bank or financial institution or government or any

government authority

3.14. c) As per the information available with the Company, there has been no transactions with the companies struck

off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 during the year (Previous Year - Nil)

3.14 d) There has been no charges or satisfaction yet to be registered with ROC beyond the statutory period as at the end

of the year.

3.14 e) During the year, 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

1) 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)

2) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

ii) provided any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Previous Year - Nil)

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

March 31, 2025 (Previous Year - Nil).

3.14 g) The quarterly returns or statements of current assets filed by the Company with banks or financial institutions are

in agreement with the books of accounts

3.14 h) There are no income surrendered or disclosed as income during the current or previous year in the tax assessments

under the Income Tax Act, 1961, that has not been recorded in the books of accounts.

3.14 i) The Company has not entered into any Scheme of Arrangement during the current or previous year.

3.14 j) The Company has complied with the number of layers prescribed under the Companies Act, where applicable.

3.15 Certain comparative figures have been reclassified to conform to the current year presentation.