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NDR Auto Components Ltd.

Notes to Accounts

NSE: NDRAUTOEQ BSE: 543214ISIN: INE07OG01012INDUSTRY: Auto Ancl - Others

BSE   Rs 1079.75   Open: 975.00   Today's Range 975.00
1103.65
 
NSE
Rs 1078.55
+111.00 (+ 10.29 %)
+118.05 (+ 10.93 %) Prev Close: 961.70 52 Week Range 413.00
1103.65
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 2565.36 Cr. P/BV 8.49 Book Value (Rs.) 127.10
52 Week High/Low (Rs.) 1109/413 FV/ML 10/1 P/E(X) 48.17
Bookclosure 03/07/2025 EPS (Rs.) 22.39 Div Yield (%) 0.00
Year End :2025-03 

3.8 Provisions, Contingent liabilities and contingent assets:

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to
settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Warranties: The estimated liability for product warranties is recorded when products are sold. These estimates are established
using historical information on the nature, frequency and average cost of warranty claims and management estimates
regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and
when warranty claim will arise. In addition, specific provision is also made against customer claims for manufacturing.

Site restoration (decommissioning liability): The Company records a provision for site restoration costs to be incurred for the
restoration of leasehold land at the end of the lease period. The provision is measured at the present value of the best estimate
of the expected costs to settle the obligation and recognised as part of the cost of property, plant and equipment/ right-of-
use assets. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the
estimated future costs or in the discount rate applied are added to or deducted from the costs of the asset and site restoration
obligation.

Litigations: Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are
recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset,
but only when the reimbursement is virtually certain.

The expense relating to a provision is presented in the statement of profit and loss, net of any reimbursement. If the effect of
the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the

risks specific to the liability. The unwinding of discount is recognised in the statement of profit and loss as a finance cost.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

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 with in 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 or a reliable estimate of the amount cannot be made.

3.9 Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity. Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments.

Financial asset and financial liabilities are initially measured at fair value. Transaction cost which are directly attributable to
the acquisition or issue of financial instruments (other than financial assets and financial liabilities at fair value through profit
or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction cost directly attributable to the acquisition of financial assets financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss. Subsequently, financial instruments are measured according to the
category in which they are classified.

(a) Financial Assets

All purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or
sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or
convention in the market place.

All recognised financial assets are subsequently measured in their entirely at either amortised cost or fair value, depending on
the classification of the financial assets.

Classification of financial assets

Classification of financial assets depends on the nature and purpose of the financial assets and is determined at the time of
initial recognition.

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and

• those measured at amortised cost

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the
cash flows.

A financial asset that meets the following two conditions is measured at amortised cost unless the asset is designated at fair
value through profit or loss under the fair value option:

• Business model test : the objective of the Company's business model is to hold the financial asset to collect the contractual
cash flows.

• Cash flow characteristic test : the contractual term of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value through other comprehensive income unless
the asset is designated at fair value through profit or loss under the fair value option:

• Business model test : the financial asset is held within a business model whose objective is achieved by both collecting cash
flows and selling financial assets.

• Cash flow characteristic test : the contractual term of the financial asset gives rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

Equity investment in associates and joint ventures

Investments representing equity interest in associates and joint ventures are carried at cost less any provision for impairment.
Investments are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be
recoverable.

Financial assets at fair value through profit or loss (FVTPL)

Financial assets that do not meet the amortised cost criteria or fair value through other comprehensive income criteria are
measured at fair value through profit or loss. A financial asset that meets the amortised cost criteria or fair value through
other comprehensive income criteria may be designated as at fair value through profit or loss upon initial recognition if such
designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring
assets and liabilities or recognising the gains or losses on them on different bases.

Financial assets which are fair valued through profit or loss are measured at fair value at the end of each reporting period, with
any gains or losses arising on remeasurement recognised in profit or loss.

Trade receivables

Trade receivables are recognised initially at transaction price and subsequently measured at amortised cost less provision for
impairment.

Impairment of financial assets

The Company assesses impairment based on expected credit losses (ECL) model to the following :

• financial assets measured at amortised cost; e.g. security deposits, trade receivables, bank balance, other financial assets etc.

• financial assets measured at fair value through other comprehensive income
Expected credit loss are measured through a loss allowance at an amount equal to:

• the twelve month expected credit losses (expected credit losses that result from those default events on the financial
instruments that are possible within twelve months after the reporting date); or

• life time expected credit losses (expected credit losses that result from all possible default events over the life of the financial
instrument).

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are
within the scope of Ind AS 115, the Company always measures the loss allowance at an amount equal to lifetime expected
credit losses.

Derecognition of financial assets

A financial asset is derecognised only when

• The right to receive the cash flows from the asset has expired or,

• The Company has transferred the rights to receive cash flows from the financial asset or,

• Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the
cash flows to one or more recipients.

Foreign exchange gains and losses:

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the
exchange rate at the end of each reporting period. For foreign currency denominated financial assets measured at amortised
cost or fair value through profit or loss the exchange differences are recognised in profit or loss except for those which are
designated as hedge instrument in a hedging relationship.

Further change in the carrying amount of investments in equity instruments at fair value through other comprehensive income
relating to changes in foreign currency rates are recognised in other comprehensive income.

(b) Financial liabilities and equity instruments
Classification of debt or equity

Debt or equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest rate method or at fair value
through profit or loss.

Trade and other payables

Trade and other payables represent liabilities for goods or services provided to the Company prior to the end of financial year
which are unpaid.

Borrowings

Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognised in
profit or loss over the period of borrowings using the effective rate method.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another
party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Foreign exchange gains or losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each
reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and
are recognised in profit or loss.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at
the exchange rate at the end of the reporting period. For financial liabilities that are measured as at fair value through profit or
loss, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or
have expired.

3.10 Taxes:

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from 'profit before tax' as reported
in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and
items that are never taxable or deductible. The Company's current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are recognised
for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences and incurred
tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary
differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the
initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.

Current and deferred tax for the period

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the income taxes are also recognised in other comprehensive
income or directly in equity respectively.

3.11 Revenue recognition and presentation:

Revenue from sale of goods is recognised at the point in time when control of the asset is transferred to the customer, generally
on delivery of the goods. Revenue is measured at the amount of consideration which the Company expects to be entitled to in
exchange for transferring distinct goods to a customer as specified in a contract, excluding amounts collected on behalf of third
parties (for example, taxes and duties collected on behalf of the Government). A receivable is recognized upon satisfaction of
performance obligations as per the contracts.

To determine whether to recognise revenue, the Company follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

5. Recognising revenue when/as performance obligation(s) are satisfied.

Use of significant judgements in Revenue Recognition

Judgement is required to determine the transaction price for the contract. The transaction price could be either a fixed
amount of consideration or variable consideration with elements such as volume discounts, price concessions, incentives
etc. If the consideration in a contract includes a variable amount, the Company estimates the amount of consideration to
which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at
contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative
revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
The contracts for the sale of goods provide price revision receivable from/payable to customers on account of change of
commodity prices/purchase price and these prices escalations and relaxations give rise to variable consideration. Contract
revenue includes price revision received/receivable from customers and similarly, price revision for material purchased or
payable to vendors has also been included in purchases.

Other Revenue

Dividend income is recognized when the right to receive payment is established.

Interest income from a financial assets are recognized using effective interest rate method.

Claims receivables on account of insurance are accounted for to the extent the Company is reasonably certain of their ultimate
collection.

3.12 Borrowing costs:

Borrowing cost includes interest and other costs incurred in connection with the borrowing of funds and charged to the
statement of Profit & Loss on the basis of effective interest rate. The 'effective interest rate' is the rate that exactly discounts the
estimated future cash payments throughout the expected life of the financial instrument to the amortised cost of the financial
liability. In calculating interest expense, the effective interest rate is applied to the amortised cost of the liability.

Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of
time to get ready for their intended use are capitalized as a part of cost of the asset. Other borrowing costs are recognised as
an expense in the period in which they are incurred.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets are
deducted from the borrowing costs eligible for capitalisation.

3.13 Operating segment:

An operating segment is a component of the Company that engages in business activities from which it may earn revenues
and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components,
and for which discrete financial information is available. All operating segments' operating results are reviewed regularly by the
Company's CODM to make decisions about resources to be allocated to the segments and assess their performance.

The operations of the Company falls under manufacturing & trading of auto component parts, which is considered to be the
only reportable segment by the Company's CODM.

3.14 Cash and cash equivalents:

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash in hand, demand
deposits held with banks, other short-term highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank
overdrafts.

3.15 Earnings per share (EPS):

Basic earnings per share are calculated by dividing the net profit/ (loss) for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. Diluted earning per share is computed using the
weighted average number of equity and dilutive equity equivalent shares outstanding during the period end, except where
the results would be anti-dilutive.

4 Disclosure of material accounting policy

Pursuant to the amendment in the Companies (Indian Accounting Standards) Amendments Rules 2023 issued by MCA on
March 31,2023 effective from April 1,2023. Accordingly, during the previous year the company had evaluated the amendment
of disclosing their material accounting policies in place of significant accounting policies and the impact of the amendment
was insignificant to the company's financial statement.

Note: * Pursuant to approval given by its Shareholders in Annual General Meeting held on 19th July 2023, the company have
issued 59,46,326 fully paid up bonus equity share of Rs 10/- each in the ratio of 1(one) equity share of Rs. 10/- for every 1 (One)
existing equity shares of Rs. 10/- each. Consequent to the allotment of shares dated 25th July, 2023, the issued, subscribed and
paid up capital of the Company has increased to a sum of Rs. 1,189.27 lakhs by capitalising a sum of Rs. 594.63 lakhs from free
reserves.

# Pursuant to approval given by the Shareholders through postal ballot notice dated 8th August 2024, results of which were
declared on 13th September 2024 (date of approval of shareholders was 12th Sept 2024 i.e. last date of e-voting), the company
have issued 1,18,92,652 fully paid up bonus equity share of Rs 10/- each in the ratio of 1(one) equity share of Rs. 10/- for every
1 (One) existing equity shares of Rs. 10/- each. Consequent to the allotment of shares dated 27th September, 2024, the issued,
subscribed and paid up capital of the Company has increased to a sum of Rs. 2,378.53 lakhs by capitalising a sum of Rs. 1,189.27
lakhs from free reserves.

II) Measurement of fair value

Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by
reference to quoted prices in the active market.

Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs
other than quoted prices included within Level 1 that are observable for such items, either directly or indirectly.

Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using
inputs that are not based on observable market data (unobservable inputs). Fair value determined in whole or in
part, using a valuation model based on assumptions that are neither supported by prices from observable current
market transactions in the same instruments nor based on available market data.

The fair value of the financial assets are determined at the amount that would be received to sell an asset in an
orderly transaction between market participants. The following methods and assumptions were used to estimate
the fair values:

(i) Unquoted equity and other investments: Fair value of same has not been derived as in the opinion of directors
the carrying amounts of these investments approximate their fair values.

(ii) Fair value of trade receivables, other current financial assets, trade payables, other current financial liabilities
approximate their carrying amount, largely due to the short-term nature of these instruments.

III) Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental
borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the
Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company
maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant
data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

h. Capital management

The Company's policy is to maintain a strong capital base so as to maintain confidence of investors, bankers, customers
and vendors and to sustain future development of the business. The management monitors the return on capital and also
monitors capital using a ratio of 'adjusted net debt' to 'equity' For this purpose, adjusted net debt is defined as total debts
(including lease liability) less cash and cash equivalents. Equity comprises all components of equity.

i. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Market risk

- Credit risk

- Liquidity risk

Risk management framework:

The Company's principal financial liabilities other than derivatives comprise trade and other payables, employees related
payables, interest accrued, security deposit and others. The main purpose of these financial liabilities is to finance the
Company's operations and to provide guarantees to support its operations.

The Company's principal financial assets includes security deposits, trade receivables, cash and cash equivalents, deposits

with banks, interest accrued in deposits, receivables from related and other parties and interest accrued thereon.

The Company's senior level management assess these risks and is supported by Treasury department that advises on the
appropriate financial risk governance framework.

All derivative activities for risk management purposes are carried out in line with the policy duly approved by board of
directors. The execution of the policy is done by treasury department which has appropriate skills, experience and
supervision.

I. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates - will affect the Company's financial
position or the value of its holdings of financial instruments. The objective of market risk management is to manage and
control market risk exposure within acceptable parameters, while optimizing the return. The Company uses derivatives
to manage market risks. All such transactions are carried out within the guidelines set by the Company.

II. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company's receivable from customers, foreign exchange
transactions, deposits with banks and other financial instruments. The carrying amount of financial assets represent the
maximum credit risk exposure.

Trade receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default risk
associated with the industry and country in which customers operate.

The Company primarily has the exposure from following type of customer:

- Original equipment manufacturers (OEMs)

Company has established a policy under which each new OEMs are analysed individually for creditworthiness before
goods are sold to them. The Company's review includes due diligence by analysing financial statements, industry
information, promoter's background and in some cases bank references. In case of sales, the Company has limited its
credit exposure to OEMs and dealers by providing a maximum payment period up to 60 days.

The Company's expected probability of default is nil and all major payments are received on due dates without any
significant delays.

The ageing analysis of trade receivables as of the reporting date is given in note no. 12

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade
receivables, loans and other receivables. The management uses a simplified approach for the purpose of computation
of expected credit loss for trade receivables. In monitoring customer credit risk, customers are grouped according to
their credit characteristics, including whether they are an individual or legal entity, their geographical location, industry
and existence of previous financial difficulties.

The impairment provisions for financial assets disclosed are based on assumptions about risk of default and expected
loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment
calculation, based on the Company's past history, existing market conditions as well as forward looking estimates at the
end of each reporting period.

III. 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 have sufficient liquidity to meet its liabilities, when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company's primary sources of liquidity include cash deposits, borrowings, undrawn committed credit facilities and
cash flow from operating activities. The Company seeks to increase income from its existing operations by maintaining
quality standards for its goods and services while reducing the related costs and by controlling operating expenses.

Consequently, the Company believes its revenue, along with proceeds from financing activities will continue to
provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash flows and
considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal
and external regulatory requirements and maintaining debt financing plans. However, material changes in the factors
described above may adversely affect the Company's net cash flows.

j. Lease

The Company has entered into leases for its commercial premises, duration of such leases is for 0-9 years. These lease
agreements are normally renewed on expiry. At the date of commencement of the lease, the Company recognize lease
liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term
leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an
operating expense on a straight-line basis over the term of the lease. The rental expense charged to statement of profit and
loss is Rs. 30.12 lakhs (31st March 2024: Rs. 6.90 lakhs).

The weighted average incremental borrowing rate applied to lease liabilities recognized in the balance sheet at the date of
initial application is 8.30%.

Set out below are the carrying amounts of lease liabilities and the movements during the year :-

m. Overdraft Facility - HDFC Bank

During the previous year, the Company had taken Working Capital Dropline Overdraft Credit Facility from HDFC Bank with
sanctioned amount of Rs 2,000 lakhs for a period of 5 years(valid up to November 2028) repayable in 20 quarterly instalment
of Rs. 100 lakhs. The rate of interest is 8.75% linked to T-Bill (variable) and payable at monthly rests.

The salient features are stated below:

1. The overdraft limit is secured by the way of (i) First charge on entire current assets including stock of RM, WIP, FG &
Stores and Spares & book debt (ii) First Pari-passu charge on Movable Fixed Assets of the Company (iii) Negative Lien on
property of Plot no. C506/526, NDR Auto Components Ltd, Pioneer Industrial Park, Pathredi, Gurgaon, Haryana 123413.

2. The company has undrawn cash credit facility of Rs. 1,459 lakhs from HDFC Bank Limited as on 31st March 2025.

3. The monthly stock statement filed by the Company during the year with banks are in agreement with the books of
accounts.

4. The Company has not defaulted on Overdraft amount payable.

5. The Company has utilised its overdraft facility for the sanctioned purpose.

6. The Company had capitalised interest amounting to Rs. 17.06 lakhs from HDFC Bank Limited during the previous
financial year.

n. Overdraft Facility - ICICI Bank

During the year, the Company has renewed Overdraft Facility from ICICI Bank Limited with sanctioned amount of Rs 1,000.00
lakhs valid up to 23rd Sept 2025. The rate of interest stipulated by ICICI Bank is sum of I-MCLR-6M and "Spread" per annum
subject to a minimum of I-NCLR-6M, plus applicable statutory levy, if any, on the principal amount of the loan remains
outstanding each day. ICICI Bank shall reset the above interest rate, at the end of every 6 months from the account opening
date/ limit set-up date/ renewal date as a sum of I-MCLR-6M plus "Spread", prevailing on the reset date plus applicable
statutory levy, if any.

The salient features are stated below:

1. The overdraft limit is secured by the way of hypothecation over Plant and Machinery, Inventory and Receivable of the
borrower, both present and future.

2. The monthly statement filed by the Company during the year with banks are in agreement with the books of accounts.

3. The Company has not defaulted on Overdraft amount payable.

4. The Company has utilised its overdraft facility for the sanctioned purpose.

5. In case of any change in the regulatory requirements by the regulator applicable to the Facility pertaining to provisioning
norms and/or risk weightage, then ICICI Bank may revise the Spread to reflect the regulatory change, subject to extent
of RBI guidelines.

o. In view of the management, the current assets (financial & other) have a value on realization in the ordinary course of
business at least equal to the amount at which they are stated in the balance sheet.

p. During the financial year 2023-24, the Income Tax Department ('the department') conducted a search under section 132 of
the Income Tax Act, 1961 at certain premises of the Company including manufacturing locations and residence of few of its
employees/key managerial personnel.

Subsequently, the Company received notices from the Department requesting details of specific transactions and
documents from prior years. In response, the Company submitted the required information, pursuant to which the Company
has received demand orders amounting to Rs. 502.20 Lakhs (excluding penalties) for the Assessment Years from 2020-21 to
2024-25, along with a penalty demand order of Rs. 94.68 lakhs for the Assessment Year 2022-23. For assessment years other
than 2022-23, the amount of penalty & further interest is not ascertainable at this stage.

The Company has filed appeals against the demand orders received from the department with the Commissioner of Income
Tax (Appeals) for the AY 2021-22 to 2024-25 and will file the rectification request for AY 2020-21. As per Company's own
assessment and also based on legal opinion, management is confident of favourable outcome for such appeals. Pending
outcome of appeal proceedings, no adjustment has been made to these financial statements and the said demand amount
has been disclosed as contingent liability in note no 27 to the financial statement.

q. The company had received showcase cum demand notice, from DGGI, dated November 29, 2024 in respect of supplies made
under HSN 94012000 and alleged that the products namely Trim set Seat Cover and Frame Assembly to be covered under

HSN 8714 10 10 @ 28% and not under HSN 9401 @18% and raised demand of Rs. 496.26 Lakhs with interest for the period
April 2020 to January 2024.

However, To avoid any dispute for the past period and without prejudice to company's legal rights, the company had
deposited Rs. 496.26 Lakhs on the supply of instant seat parts i.e. seats meant for two wheeled motor vehicle made during
the period from April 2020 to 15th January 2024 under protest at the time of filing of GSTR 3B for the month of January,
2024 filed on 19th February 2024 and requested for opportunity of a personal hearing on this matter in accordance with the
principals of nature justice.

r. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software.
The audit trail(edit log) feature enabled at database level with effect from 19-May-2024. Further, there were no instance of
audit trail(edit log) feature being tampered with at transaction level and database level. Additionally, the audit trail of prior
year (whatever was enabled) has been preserved by the Company as per the statutory requirements for record retention.

s. (i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the

Company for holding any Benami property.

(ii) The Company does not have any transactions with struck off companies.

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

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

(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding at 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

(vi) The Company have not received any fund from any persons or entities, 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,

(vii) The lender of the company has not declared company as willful defaulter and also company has not defaulted in loan
repayment of loan to the lenders.

(viii) There is no transaction which are not recorded in the books of account that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.

(ix) The Company did not have any long-term contracts including derivative contracts, for which there were any material
foreseeable losses.

t. Events occurring after balance sheet date:

There are no major events which has occurred after the balance sheet date.

u. Note no. 1 to 37 pertaining to balance sheet and statement of profit and loss form an integral part of the financial statements.

As per our report of even date For and on behalf of Board of Directors

For S S KOTHARI MEHTA & CO. LLP ROHIT RELAN PRANAV RELAN

Chartered Accountants CO-CHAIRMAN & DIRECTOR WHOLE TIME DIRECTOR

ICAI Registration No. 000756N/N500441 DIN: 00257572 DIN: 07177944

VIVEK RAUT VIKRAM KRISHAN RATHI RAJAT BHANDARI

Partner CHIEF FINANCIAL OFFICER EXECUTIVE DIRECTOR AND

Membership no. 097489 COMPANY SECRETARY

DIN:02154950

Place : New Delhi Place : Gurugram

Date : May 09, 2025 Date : May 09, 2025

 
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