(i) During the financial year, no any provision has been made for diminution in value of investment in shares of wholly owned foreign subsidary ofthe Company namely ‘Tapti Pipes & Products Ltd., FZE UAE’.

(ii) During the financial year 2023-24, the provision for diminution in value of investment in shares of wholly owned foreign subsidary of the Company namely ‘Tapti Pipes & Products Ltd., FZE UAE’, has been made considering the financial position and net worth ofthe subsidary company for the financial year ended 31^st March, 2024, which in its turn, was based upon the audited financial statement of the subsidary company as of 31^st March, 2024. The provision of Rs.546.98 Lakhs is included in the Note No. 35 of - ‘Exceptional Items’ ofthe Standalone Statement of Profit and Loss ofthe company for the financial Year 2023-24.

(i) Advance to suppliers includes aggregate amount of Rs. Nil (Previous Year Rs. 76.19 Lakhs) due from firms or private companies in which any of the directors of the Company is either a partner or a director or a member, as at 31^st March, 2025.

(ii) The entire Insurance Claim is receivable by the Company against the losses of Property, Plant and Equipment and Inventories occurred in earlier years. The Company has written-off the partial insurance claim and the remaining claim is expected to be settled in the financial year 2025-26. The Management consider the same as good for recovery and therefore, no provision for impairment of the value of such claim has been considered necessary.

(iii) The incentives receivables from Government by the Company is the VAT amount receivable under TRIFAC Subsidiary Scheme. The Company is expecting that such incentive will be received in the financial year 2025-26. The Management consider the same as good for recovery and therefore, no provision for impairment of the value of such claim has been considered necessary.

F. Rights, Preferences and restrictions attached to Equity Shares

The Company has issued only one class of equity shares having face value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held. 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 shareholding.

G. Allotment of Bonus Shares/Buy Back of shares

There are no shares allotted as fully paid up by way of bonus shares or allotted as fully paid up pursuant to contract without payment being received in cash, or bought back during the period of five years immediately preceding the reporting date. There are no securities which are convertible into equity shares.

(i) The company has borrowed Cash Credit Loans from State Bank of India, Punjab National Bank, ICICI Bank and Axis Bank wherein, SBI Cash Credit Loan of Rs. Nil (Previous Year Rs. 450.86 Lakhs), Punjab National Bank Cash Credit Loan of Rs. Nil (Previous Year Rs.104.71 Lakhs),ICICI Bank Cash Credit Loan of Rs. Nil (Previous Year Rs. 332.56 Lakhs) and Axis Bank Cash Credit Loan of Rs.1413.82 Lakhs (Previous Year Rs. Nil) are secured by first Pari pasu charge (amongst the consortium members) on whole of companies present & future stocks of Raw Material, Finished Goods, Stock in Process, Stores & Spares and other Raw Material and the company's present and future book debts outstanding monies, receivable claims, bills, Contracts, engagements, securities, investments, rights and assets of the company. The working capital facilities, as above, are further secured by way of equitable mortgage of Immovable Properties of the company and promoters, related entities and personal guarantees of Mr. Sanjay Kumar Agrawal and Mrs. Rashmi Agrawal.

Notes:

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities

(iii) Future cash outflows in respect of the above matters are determined only on receipt of judgments/ decisions pending at various forums/ authorities.

(iv) The Company's pending litigations comprise of claims against the Company pertaining to proceedings pending with Excise, Income Tax, Sales/ VAT tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statements

NOTE - 40 - DISCLOSURES AS PER IND AS 116 "LEASES"

APPLICATION OF IND AS 116

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116 Leases, which replaces the existing lease standard, Ind AS 17 Leases, and other interpretations. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.

The Company has adopted Ind AS 116, effective annual reporting period beginning 1st April, 2021 and applied the standard to its leases. Accordingly, the Company has measured its lease liability as at 1^st April, 2021 at the present value of the remaining lease payments, discounted using the interest rate of 8.95% p.a. implicit in the lease at the date oftransition to Ind AS.

The Right-of-Use Asset has been recognised at an amount equal to the lease liability. Accordingly, a Right-of-Use asset of Rs. 1371.53 Lakhs has been recognized in F.Y. 2021-22. The cumulative effect on transition in retained earnings net off taxes is Rs. Nil.

On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the Right-of-Use asset, and finance cost for interest accrued on lease liabilities.

The Company does not have an option to purchase such leasehold land at the end of the lease period. There are no restrictions such as those concerning dividends, additional debts and further leasing imposed by the lease agreements.

Ind AS 116 has resulted in an increase in net cash inflows from operating activities and an increase in cash outflows from financing activities on account of lease payments. The principal and interest portion of the lease payments have been disclosed under cash flow from financing activities which for the year ended March 31^st, 2025, aggregating to Rs. 250.54 Lakhs (Previous Year Rs. 229.03 Lakhs).

1 The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflations, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

2 The expected contribution for Defined Benefit Plan for the next financial year will be in line with F.Y. 2024-25.

3 The company makes provident fund (PF) contributions to defined contribution benefit plans for eligible employees. Under the scheme the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions specified under the law are paid to the government authorities.

4 Amount towards Defined Contribution Plan have been recognized under Contribution to Provident and Other funds in Note 32.

5 Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognized in the financial statements are as under:

General Description ofthe Plan

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

The defined benefit plans typically expose the company to various risk such as :

(a) Investment risk:

The present value ofthe defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create plan deficit.

(b) Interest risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the plan assets.

(c) Longevity risk:

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

(d) Salary risk:

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

(i) Penalty under Section 15HA of the Securities and Exchange Board of India Act, 1992

During the Financial Year 2022-23 the company was initially imposed with a penalty of Rs. 10.00 Crores by an Order passed on 28^th June, 2022 by the Adjudicating Officer ofthe SEBI under section 15HA ofthe Securities and Exchange Board of India Act, 1992. However, upon Appeal, the same was restricted to a sum of Rs. 25.00 Lakhs by the Order dated 30-09-2022 passed by the Securities Appellate Tribunal, Mumbai. Accordingly, during the financial year 22-23, the company had made a payment of Rs. 25.00 Lakhs towards such penalty, which was debited by the company to the statement of profit or loss under 'Note No.34 of-Exceptional Items'.

(ii) Directions issued by the Securities and Exchange Board of India [SEBI1 to the Company

The Securities and Exchange Board of India (SEBI) vide its Final Order dated February 28^th, 2023 passed under sections 11(1), 11(4) and 11B of the Securities and Exchange Board of India Act, 1992 in the matter of GDRs issued by the company during the financial year 201112 has issued certain directions. The gist of the directions issued are enumerated as under:

a) The company has been restrained from accessing the securities market and further, prohibited from buying, selling or otherwise dealing in securities including units of mutual funds, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of 3 years from the date ofthe Order.

b) The company would continue to pursue measures to bring back the outstanding amount of USD 3.49 million, the GDR proceeds into its bank account in India within a period of one year from the date of the Order. The Directors of the company have also been directed to ensure the compliance of such direction.

c) The Key Managerial Persons named as Mr. Sanjay Kumar Agrawal and Mr. Vijay Prasad Pappu shall be restrained from accessing the Indian securities market, and further prohibited from buying, selling or otherwise dealing in securities including units of mutual funds, directly or indirectly, or being associated with the securities market in any manner, for a period of 3 years.

(iii) Steps taken by the Management of the Company in compliance of the directions issued by the SEBI

The Company has filed an Appeal before the Hon'ble Securities Appellate Tribunal, Mumbai against the said Order dated 28.02.2023 passed by the Whole Time Member of SEBI. After various hearings and orders, the matter is pending before the said authority. However, the amount of USD 3.49 million as mentioned by SEBI, was already received by Tapti Pipes & Products Limited FZE, the wholly owned subsidiary of Texmo in September, 2012 and had additionally furnished a Certificate from a Chartered Accountant stating the same before the tribunal.

In response to such appeal, the Hon’ble Securities Appellate Tribunal, Mumbai vide its Order dated October 24, 2024 read with Order dated December 17, 2024 remand back the case to SEBI by quashing out the directions issued against the Company and concerned Directors of the said impugned Order.

The SEBI has passed fresh Order on February 20, 2025, by giving relief to the Company and Key Managerial Persons in respect of restrained from assessing the security market and prohibited from dealing in securities which imposed by earlier Order. However, in such order direction was given to Company to bring the amount lying with Tapti Pipes & Products Limited FZE. The Company has again filed an Appeal before the Hon'ble Securities Appellate Tribunal, Mumbai. The matter is pending before the said Authority.

(c) Foreign Currency Sensitivity

For every percentage point change in the underlying exchange rate of the outstanding foreign currency denominated assets and liabilities, including derivative contracts, holding all other variables constant, the profit before tax for the year ended 31st March, 2025 would change by 12520.51 USD [Previous Year - 12520.51 USD]. However, the management of the Company does not expects its foreign currency denominated financial assets to mature within a period of five years from the end of the year under review.

(d) Interest Rate Risk

Interest rate risk is the risk that the future cash flow with respect to interest payments on borrowing will fluctuate because of change in market interest rates. The company's exposure to the risk of changes in market interest rates relates primarily to the Company's longterm debt obligation with floating interest rates.

(e) Interest Rate Sensitivity

Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rates. Any movement in the reference rates could have an impact on the Company’s cash flows as well as costs.

The Company is subject to variable interest rates on some of its interest bearing liabilities. The Company’s interest rate exposure is mainly related to debt obligations. The Company also uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term loans.

As at March 31^st, 2025, financial liability of Rs. 1413.82 lakhs was subject to variable interest rates. Increase/decrease of 100 basis points in interest rates at the balance sheet date would result in decrease/increase in profit/(loss) before tax of Rs. 0.90 Lakhs for the year ended March 31st, 2025.

The model assumes that interest rate changes are instantaneous parallel shifts in the yield curve. Although some assets and liabilities may have similar maturities or periods to re-pricing, these may not react correspondingly to changes in market interest rates. Also, the interest rates on some types of assets and liabilities may fluctuate with changes in market interest rates, while interest rates on other types of assets may change with a lag.

The risk estimates provided assume a parallel shift of 100 basis points interest rate across all yield curves. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date.

The period end balances are not necessarily representative of the average debt outstanding during the period.

(Note: The impact is indicated on the profit/(loss) before tax basis).

(f) Commodity Price Risk

Commodity price risk arises due to fluctuation in prices of raw material. The company has a risk management frame work aimed at prudently managing the risk arising from the volatility in raw material prices and freight costs. The company's commodity risk is managed centrally through well-established trading operations and control processes. In accordance with the risk management policy, the Company carefully calibrates the timing and the quantity of purchase.

(g) Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument fails to perform or pay the amounts due causing financial loss to the company. Credit risk arises mainly from the outstanding receivables from customers. The company has a prudent and conservative process for managing its credit risk arising in the course of its business activities. The credit ratings/market standing of the customers are evaluated on a regular basis.

(h) Liquidity Risk

Liquidity risk arises from the Company's inability to meet its cash flow commitments on time. Prudent liquidity risk management implies maintaining sufficient stock of cash and marketable securities . The Company maintains adequate cash and cash equivalents along with the need based credit limits to meet the liquidity needs.

(i) Hedge Accounting

The Company has established risk management policies to hedge the volatility arising from exchange rate fluctuations in respect of firm commitments and highly probable forecast transactions, through foreign exchange forward and options contracts. The proportion of forecast transactions that are to be hedged is decided based on the size of the forecast transaction and market conditions. As the counterparty for such transactions are highly rated banks, the risk of their non-performance is considered to be insignificant.

The Company uses derivatives to hedge its exposure to changes in movement in foreign currency. Where such derivatives are not designated under hedge accounting, changes in the fair value of such hedges are recognised in the Statement of Profit and Loss.

The Company may also designate certain hedges, usually for large transactions, as a cash flow hedge under hedge accounting, with the objective of shielding the exposure from variability in cash flows. The currency, amount and tenure of such hedges are generally matched to the underlying transaction(s). Changes in the fair value of the effective portion of cash flow hedges are recognised as cash flow hedging reserve in Other Comprehensive Income. While the probability of such hedges becoming ineffective is very low, the ineffective portion, if any, is immediately recognised in the Statement of Profit and Loss.

The management of the Company does not expects its foreign currency denominated financial assets to mature within a period of five years from the end of the year under review and therefore, it has not entered into any hedging contracts for the same.

NOTE - 47 - ADDITIONAL REGULATORY INFORMATION

(i) During the financial year 2024-25, no proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(iii) The company is not declared a wilful defaulter by any bank or financial institution or any other lender.

(iv) The company has not entered into any material transaction with the companies struck-off under s. 248 of the Companies Act, 2013 or section 560 ofthe Companies Act, 1956 during the year.

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

(vi) 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

(vii) The company has not applied for any Scheme of Arrangements in terms of Sections 230 to 237 ofthe Companies Act, 2013.

(viii) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding,whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ix) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961).

(x) The company has not traded or invested in Crypto Currency or Virtual Currency during the Financial Year 2024-25.