16.2 Terms /Rights attached to Shareholders

The Company has only one class of issued shares i.e. Equity Shares having par value of ' 10 per share. Each holder of Equity Shares is entitled to one vote per share and equal right for dividend. The dividend proposed by the Board of Directors is subject to the approval of 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 payment of all preferential amounts, in proportion to their shareholding.

16.3 Panchjanya Distributors Private Limited is the Holding Company of this Company (w.e.f. 30.09.2024). (PY-R V Investment & Dealers Limited Upto 30.09.2024) .

16.6 No Equity Shares have been reserved for issue under options and contracts/commitments for the sale of shares/disinvestment as at the Balance Sheet date.

167 The company has neither alloted any equity shares for consideration other than cash nor has issued any bonus shares nor has bought back any shares during the period of five years preceeding the date at which Balance Sheet is prepared.

16.8 No securities which are convertible into Equity/Preference shares have been issued by the Company during the year.

16.9 No calls are unpaid by any directors or officers of the company during the year.

16.10 On August 16, 2024, Panchjanya Distributors Private Limited has entered into a share purchase agreement with the existing Promoters of the Company for total acquisition of 72,39,208 (Seventy-Two Lakhs Thirty-Nine Thousand Two Hundred and Eight) equity shares, constituting 67.20% of the total paid up equity and voting share capital of the Company. This transaction results in a change in control, with Panchjanya Distributors Private Limited assuming the position of Promoter in accordance with applicable regulations.

In conjunction with the acquisition, Panchjanya Distributors Private Limited has announced an open offer to acquire an additional 26% of the equity share capital from the Company's public shareholders, in compliance with the Securities and Exchange Board of India (SEBI) (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This offer provides public shareholders with an opportunity to tender their shares.

Nature & Purpose of Reserves

a. Securities Premium Reserve : The Reserve represents the premium on issue of shares and can be utilized in accordance with the provision of the Companies Act, 2013.

b. General Reserve : The Reserve is created by an appropriation from one component of equity ( generally retained earnings ) to another, not being an item of Other Comprehensive Income . The same can be utilised by the company in accordance with the provissions of the Companies Act , 2013.

c. Retained Earnings : This Reserve represents the cumulative profits of the Company and effects of Re-measurement of defined benefit obligations . This reserve can be utilised in accordance with the provisions of the Companies Act 2013.

d. Item of other Comprehensive Income ( Re - Measurement of defined benefit plans ) : Re - Measurement,comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable ) and the return on plan assets ( excluding net interest ),is reflected immidietely in the Balance Sheet with a charge or credit recognised in Other Comprehensive Income ( OCI ) in the period in which they occur. Re - measurement recognised in OCI is reflected immidietely in retained earnings and will not be re classified to statement of Profit and Loss.

ii) Term Loan - II - closing balance from State Bank of India of ' 33.80 @ 9.25% interest p.a. is secured as charge over all the assets of the Company funded by the specified Bank and subservient charge over all the current assets and movable Fixed assets of the Company ( both present and future ) and repayable in Monthly instalments of ' 9.31 each.

iii) Term Loan III from State Bank of India of ' 542.80 @ 16.00% interest p.a. is secured as charge over all the assets of the Company funded by the specified Bank and subservient charge over all the current assets and movable Fixed assets of the Company ( both present and future ) and repayable in Monthly instalments of ' 13.89 each.

iv) GECL - I Loan from CBI of ' 408.58 @ 9.25% interest p.a. is secured as charge over all the assets of the Company funded by the specified Bank and subservient charge over all the current assets and movable Fixed assets of the Company ( both present and future ) and repayable in Monthly instalments of ' 11.35.

v) GECL - II from YES Bank of ' 428.19 @ 8.50% interest p.a. is secured as charge over all the assets of the Company funded by the specified Bank and subservient charge over all the current assets and movable Fixed assets of the Company ( both present and future ) and repayable in Monthly instalments of ' 10.98 .

vi) Vehicle loan from Bank of Baroda of ' 50.78 @ 8.75 % interest p.a. is secured as charge over vehicle financed by it and repayable in Monthly instalments of ' 0.81

vii) Vehicle loan from ICICI Bank of ' 10.90 @ 9.15 % interest p.a. is secured as charge over vehicle financed by it and repayable in Monthly instalments of ' 0.23

18(b) As at March 31,2025 Rs. 8,863.49 (March 31, 2024 , '11,981.97) of the total outstanding borrowings were secured by charge on property plant & equipment, Inventories, Receivables & Current Assets.

18(c) The Company has used borrowings from Banks and financial Institutions for the specific purpose for which it was taken .

18(d) No loans have been guaranteed by the directors of the Company .

18(e) There is no default as on the balance sheet date in the repayment of borrowings and interest thereon .

18(f) Working Capital Borrowings is secured against hypothecation of entire stocks and trade receivable together with banks parri passu 1st charge on entire assets both present and future of the Company.

18(g) Inter Corporate Loan provided by the holding Company and Related Parties amounting to Rs 28.32 crores will be repaid during the next financial year, carry interest @10% from October' 24 to March' 25.

18(h) Inter Corporate Loan provided by the holding Company and Related Parties amounting to Rs 30 crores will be repaid during the financial year 26-27 , carry interest @10% from October' 24 to March' 25.

18(i) The Company has filed quarterly returns or statements with the banks in lieu of the sanctioned working capital facilities, which are in agreement with the books of accounts.

b) Defined Benefit Plans : Benefits are of the following types :

i) Gratuity Plan

Every employee who has completed continuous five years or more of service is entitled to gratuity on terms not less favourable than the provisions of the Payment of Gratuity Act, 1972.

ii) Provident Fund

Provident Fund (other than government administered) as per the provisions of Employees Provident Funds and Miscellaneous Provisions Act, 1952.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for Gratuity Plan.

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

9. Expected Cash Flows over the next years (valued on undiscounted basis):

At 31st March 2025, the weighted average duration of the defined benefit obligation was 7 years (31st March, 2024, 8 years). The distribution of the timing of benefits payment i.e., the maturity analysis of the benefit payments is as follows:

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.

10. In respect of provident funds for eligible employees maintained by a trust, in the nature of defined benefits plan, shortfall towards 'interest rate guarantee liability' amounting to ' 112.61 up to 31.03.25 (PY ' 122.90 up to 31.03.2024 ) as per actuarial valuation in respect of contribution towards such funds. Incremental liability for the CY 2024-25 ' (10.29) (PY ' 9.33) has been provided and included as expenses in 'Contribution to PF & Other Fund' under the heading "Employees benefit Expenses.

(c) Extent of reliance on major customer

Revenue from government agencies amounting to '18851.14 (65.65 % of total revenue); F.Y. 2023-24 '34532 (72.62% of total revenue) has arisen on sale of jute bags within India.

46. Capital Management

The Company's objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to it's various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. Sourcing of capital is done through judicious combination of equity / internal accruals and borrowings, both short term and long term. Net debt to Equity ratio is used to monitor capital.

The management has assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, short term borrowings, and other current financial liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments. The management has assessed that the fair value of floating rate instruments approximates their carrying value.

The following methods and assumptions were used to estimate the fair values:

a) The investments being listed, the fair value has been taken at the market rates of the same on the reporting dates. They are classified as Level 1 fair values in the fair value hierarchy.

b) The values of non current borrowings are based on the discounted cash flows using a current borrowing rate. They are classified as Level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including own credit risks, which was assessed as on the balance sheet date to be insignificant.

iii) Fair Value Hierarchy

The following are the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair value are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels of fair value measurement as prescribed under the Ind AS 113 "Fair Value Measurement". An explanation of each level follows underneath the tables:

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels: Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price including within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a discounted cash flow analysis, with the most significant input being the discount rate that reflects the credit risk of counterparty. This is the case with listed instruments where market is not liquid and for unlisted instruments.

a) Credit Risk

Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities including deposits with banks and financial institutions, investments, foreign exchange transactions and other financial instruments.

Trade receivables : Customer credit risk is managed by the Company subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored and major customers are generally secured by obtaining security deposits/bank guarantee or other forms of credit insurance. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivable disclosed in note 12.

b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Typically the Company ensures that it has sufficient cash on demand to meet expected short term operational expenses. The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans/internal accruals. The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date.

c) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises four type of risks: Commodity Price Risk, Foreign Exchange Risk, Interest Rate Risk and Other Price Risk.

Commodity Price Risk : The Company primarily imports raw jute, stores and spare items etc. It is exposed to commodity price risk arising out of movement in prices of such commodities. Such risks are monitored by tracking of the prices and are managed by entering into fixed price contracts, where considered necessary.

1) Foreign Currency Risk : The Company has Foreign Currency Exchange Risk on imports of input materials, Capital Equipment(s) in foreign currency for its business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. Certain transactions of the Company act as a natural hedge as a portion of both assets and liabilities are denominated in similar foreign currencies. For the remaining exposure to foreign exchange risk, the Company adopts a policy of selective hedging based on risk perception of the management using derivative, wherever required, to mitigate or eliminate the risk.

2) The following table demonstrates the sensitivity in the US Dollars (USD); Euro (EUR) and Sterling Pound (GBP) to the Indian Rupee with all other variables held constant.

i) Exposure to currency risk

The Company's exposure to foreign currency risk at the end of the reporting period are as follows:

3) Interest rate risk : Interest rate risk : The fair value or future cash flows of a financial instrument fluctuates due to changes in market interest rates. The Company's exposure to the interest rate risk relates primarily to the Company's long-term debt obligations with floating interest rates.

The Company is exposed to risk due to interest rate fluctuation on long term borrowings. Such borrowings are based on fixed as well as floating interest rate. Interest rate risk is determined by current market interest rates, projected debt servicing capability and view on future interest rate. Such interest rate risk is actively evaluated and is managed through portfolio diversification and exercise of prepayment/refinancing options where considered necessary.

50 Loans or advances (repayable on demand or without specifying any terms or period of repayment) to specified persons.

During the year ended March 31,2025 the Company did not provide any Loans or advances which remains outstanding (repayable on demand or without specifying any terms or period of repayment) to specified persons (Nil as on March 31,2024).

51 Wilful Default

The Company is not declared any wilful default during the financial year to any of the Banks or financial Institutions .

52 As at March 31,2025, the register of charges of the Company as available in records of the Ministry of Corporate affairs (MCA) includes charges that were created / modified since the inception of the Company . There are certain charges which are historic in nature and it involves practical challenges in obtaining no-objection certificates ( NOCs) from the charge holders of such charges, despite repayment of the underlying loans. The Company is in the continuous process of filing the charge satisfaction e-form with MCA, within the timelines, as and when it receives NOCs from the respective charge holders.

53 Relationship with Struck off Companies

The Company did not have any transaction with companies struck off during the year ended March 31, 2025 and also for the year ended March 31,2024.

54 Disclosure in relation to undisclosed income

The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year ended March 31, 2025 and March 31, 2024 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)

55 Details of Benami Property held

The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company, during the year ended March 31,2025 and March 31,2024 for holding any Benami property.

56 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Company's act read with Companies ( Restriction on number of layers ) Rules,2017 .

57 The Company has not filed any scheme of Arrangements in terms of sections 230 and 237 of the Companies act 2013 with any Competent authority.

58 Details of Crypto Currency or Virtual Currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2025 and March 31,2024.

59 Utilisation of Borrowed Fund & Share Premium

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: (a) 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 (b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

The Company has not advanced or lent or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

60 Audit Trail Compliance :

The Company has maintained its books of account using multiple accounting and payroll softwares. This audit trail functionality was enabledandoperationalthroughouttheyearforallrelevanttransactionsrecordedinthesystemexceptforitspayrollmanagementsystem. At the database level, audit trails were not enabled to document direcct changes. Logs for the year were unavailable to demonstrate moodifications in admin rights or any changes made at the database level although restrictions on database adminstrator accesses were implemented.

61 Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

62 The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India.

63 Quarterly returns or statements of current assets filed by the Company are in agreement with the books of accounts.

64 Dividend

The Board of Directors have not recommended any dividend for the financial year ended 31st,March 2025 in their meeting held on 22nd May, 2025.

65 The company has prepared business estimates and funding plan in respect of its payment of current and non-current liabilities and based on the same the company is confident of meeting its liabilities

66 Figures for the previous year have been re grouped / re arranged, wherever found necessary .