9.2 Deemed Equity Contribution - Cello Consumerware Private Limited

The Company has granted interest-free loans to Cello Consumerware Private Limited ("the Subsidiary”) repayable as per the agreed terms of repayment within the stipulated period, in accordance with the terms of the financing agreement, with an option for early repayment without any prepayment premium or penalty. These loans have been extended to support the Subsidiary in its early stage of project development.

In accordance with Ind AS 109, the loans have been initially recognized at their present value, discounted using a rate of interest of 7%. The difference between the fair value at initial recognition and the loan amount disbursed, aggregating to ^4,927.23 lakhs, has been classified as deemed equity contribution and presented under the head "Investments” in the standalone financial statements.

During the year, the Company has recognized interest income of ^271.02 lakhs on these loans by applying the effective interest rate method as required under Ind AS 109.

These loans are considered financial assets. Loans repayable beyond March 31, 2026 have been classified as non-current, while the remaining have been

10.1 The Company has provided to its subsidiaries, other than Cello Consumerware Private Limited, with interest free loans which are repayable on demand. These loans are held by the Company with a business model whose objective is to collect contractual cash flows which are solely payments of principal. Hence, these loans are classified as financial assets measured at amortised cost. Refer note 9.2 for loans given to Cello Consumerware Private Limited.

15.3 The mode of valuation of inventories has been stated in note 2.3 (g) of material accounting policies.

154 In accordance with Ind AS 2 - Inventories, the Company had during the year ended as on March 31, 2024, changed the accounting method for determining cost of Inventory of Finished Goods, Stock-in-trade, Packing Material and Stores and spares from First In First Out (FIFO) basis to Moving Average Method.

The Company believes that this change to moving average method is preferable as it reflects more precise valuation based on the new accounting software implemented by the Company.

In accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the impact i.e. increase/(decrease) due to change in method of determining cost of Inventory on each item of Statement of Profit and Loss is not material.

The impact on the previous year's figure on account of change has not been given effect to retrospectively, being impracticable. To this extent the previous year's figures are not comparable.

16.1 The average credit period on sales of goods is 60-90 days.

16.2 There are no trade receivables from directors or other officers of the company or any of them either severally or jointly with any other person or from firms or private companies respectively in which any director is a partner or a director or a member.

16.3 The Company has used a practical expedient for computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix.

17.1 Details of non-cash transactions from financing activities

a) On October 10, 2023, the Company had converted 36,32,128 CCPS held by India Advantage Fund S5 I into 87,06,211 Equity Shares, 14,07,448 CCPS held by India Advantage Fund S4 I into 33,73,653 Equity Shares, 4,08,614 CCPS held by Dynamic India Fund S4 US I into 9,79,448 Equity Shares and 17,40,393 Series A CCPS held by Tata Capital Growth Fund II into 41,71,722 Equity Shares, such that the Equity Shares issued upon such conversion will rank pari passu with the existing Equity Shares.

17.2 On July 05, 2024, the Company successfully completed a capital raising exercise through a Qualified Institutional Placement (“QIP”). The Company issued and allotted 86,54,000 equity shares of face value ^5/- each ("Equity Shares”) at an issue price of ^852/- per Equity Share (including a premium of ^847/- per Equity Share), aggregating to a total sum of ^73,732.08 Lakhs. The proceeds of the QIP have been utilized/will be utilized in accordance with the objects of the issue as disclosed to the stock exchanges and in compliance with applicable provisions of the Companies Act, 2013

17.3The above Cash and cash equivalents for the year ended March 31, 2024, excludes the proceeds received in the share escrow account amounting to ^ 1,90,000 Lakhs on account of offer for sale made by selling shareholders. Book running lead managers disbursed ^ 1,80,711.33 Lakhs (net of issue expenses of ^ 9,288.67 lakhs) to its selling shareholders The balance in share escrow account is Ni

18.1 Bank deposits of ^ 1,630.04 lakhs (March 31, 2024: ^ 3,073.82 lakhs) are held as lien against bank guarantee. During the current year, the company has given guarantee of ^ 1,600 lakhs to National Stock Exchange for a original period from October 25,2023 to April 24,2024 further renewed up to August 24,2024 on account of compliance of its Listing regulations

19.1 Rights, preferences and restrictions attached to equity shares

(a) Voting rights

The Company's has one class of equity shares having a par value of ^ 5 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their share

(b) Dividend distribution rights:

The Company in its general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board of Directors. Subject to the provisions of section 123 of the Companies Act, 2013, the Board of Directors may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company.

(c) Conversion of CCPS into equity shares of the Company

On October 10, 2023, the Company, in pursuant to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the articles of association of the Company and in accordance with the Shareholders' Agreement, the First Addendum, the Second Amendment Agreement and the Third Amendment Agreement, read with the deed of adherence dated November 9, 2022, has converted 36,32,128 CCPS held by India Advantage Fund S5 I into 87,06,211 Equity Shares, 14,07,448 CCPS held by India Advantage Fund S4 I into 33,73,653 Equity Shares, 4,08,614 CCPS held by Dynamic India Fund S4 US I into 9,79,448 Equity Shares and 17,40,393 Series A CCPS held by TataCapital Growth Fund II into 41,71,722 Equity Shares, such that the Equity Shares issued upon

(d) Lock in Details

Pursuant to Regulations 14 and 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company held by the Promoters, except for the Equity Shares offered pursuant to the Offer for Sale, shall be locked in for a period of eighteen months as minimum promoter's contribution from the date of Allotment ("Promoters' Contribution”), and the Promoters' shareholding in excess of 20% of the fully diluted post-Offer Equity Share capital shall be locked in for a period of six months from the date of Allotment. The

(e) Issue of equity shares through Qualified Institutional Placement (QIP)

On July 05, 2024, the Company successfully completed a capital raising exercise through a Qualified Institutional Placement ("QIP”), in accordance with Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and pursuant to the approval of the Board on May 29, 2024 and the Shareholders through EGM conducted on June 26, 2024. Pursuant to the QIP, the Company issued and

allotted 86,54,000 (Eighty-Six Lakh Fifty-Four Thousand only) equity shares of face value ^5/- (Indian Rupees Five Only) each ("Equity Shares”) at an issue price of ^852/- (Indian Rupees Eight Hundred Fifty-Two Only) per Equity Share (including a premium of ^847/- per Equity Share), aggregatingto a total sum of ^73,732.08 lakhs. The Equity Shares so issued and allotted under the QIP rank pari-passu in all respects with the existing Equity Shares of the Company. The proceeds of the QIP have been utilized/will be utilized in accordance with the objects of the issue as disclosed to the stock exchanges and in compliance with applicable provisions of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018 and other applicable laws.

19.2 Authorised share capital

(a) The Authorised Share Capital of the Company was increased to ^ 1,25,00,00,000/- (Indian Rupees One Hundred and Twenty five Crore only) divided into 22,00,00,000 (Twenty Two Crore) equity shares of ^ 5/-(Indian Rupees Five only) each and 75,00,000 (Seventy-Five Lakh) Preference Shares ofl 20/- (Indian Rupees Twenty Only) each in the extra ordinary general meeting of the members held on July 29, 2023.

(b) The Authorised Share Capital of the Company was further increased to ^ 1,26,00,00,000/- (Rupees One Hundred and Twenty Six Crores only) divided into 22,20,00,000 equity shares of face value ^ 5 (Rupees Five only) each and 75,00,000 Preference Shares of face value ^ 20 (Rupees Twenty Only) each in the extra ordinary general meeting of the members held on June 26 2024

Board on May 29, 2024 and the Shareholders through EGM conducted on June 26, 2024. Pursuant to the QIP, the Company issued and allotted 86,54,000 (Eighty-Six Lakh Fifty-Four Thousand only) equity shares of face value ^5/- (Indian Rupees Five Only) each ("Equity Shares”) at an issue price of ^852/- (Indian Rupees Eight Hundred Fifty-Two Only) per Equity Share (including a premium of ^847/- per Equity Share), aggregatingto a total sum of ^73,732.08 lakhs. The Equity Shares so issued and allotted under the QIP rank pari-passu in all respects with the existing Equity Shares of the Company. The proceeds of the QIP have been utilized/will be utilized in accordance with the objects of the issue as disclosed to the stock exchanges and in compliance with applicable provisions of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018 and other applicable laws.

19.6 During the period of five years immediately preceding the date as at which the Balance Sheet is prepared:

- No class of shares were allotted as fully paid up pursuant to contract without payment being received in cash other than allotment of CCPS (refer not

- No class of shares were bought back by the Company.

- During the financial year ended March 31,2023, the Company had, via Shareholders' approval, utilised a sum of ^97,49,00,000/- out of the Company's retained earnings and such amounts was transferred to the share capital account and applied for issue and allotment of:

- 6,49,90,000 equity shares of face value ^ 10/- each ("Equity Shares") of the Company as bonus shares credited as fully paid-up, in the proportion of 6499:1, i.e. 6,499 (Six Thousand Four Hundred and Ninety Nine) new Equity Share for every 1 (One) Equity Shares held on September 22, 2022 and allotted via Board meeting held on September 22,2022 for NIL consideration and

- 6,50,00,000 equity shares of face value 3 5/- each ("Equity Shares") in the proportion of 1:2, i.e. 1 (One) new Equity Share for every 2 (Two) Equity Shares held on February 24,2023 and allotted via Board meeting held on March 27,2023 for NIL consideration.

19.7 There are no calls unpaid.

19.8 There are no forfeited shares

19.9 Refer note 21.2 for terms of/ rights attached to compulsory convertible preference shares (including Series A CCPS)

Considering the investors have cash settlement alternatives which are not under the control of the Company, hence

the CCPS held by the investors were classified as a financial liability at as March 31,2023.

Subsequently, pursuant to resolution dated June 09, 2023 and addendum to CCPS agreement effective April 01,

2023, the conversion ratio in terms of the agreement stands amended, as follows:

-Each CCPS will be converted into Equity Shares at a fixed ratio of 1:2.397, subject to corporate action adjustments,

as provided in the agreement.

Further, certain exit options in terms of the original agreement have been amended with effect from April 01, 2023, including waiver of the Investor's right to require the Company to buy back / purchase all of the Investors' shares at a price determined in terms of the agreement. Subsequently, pursuant to resolution dated August 05, 2023, the CCPS agreement was further amended in respect of modifications in the board

Upon such change in existing terms of CCPS, the existing CCPS classified as a financial liability is treated as instrument entirely in nature of equity as on April 01, 2023 and consequently, financial liability pertaining to 0.0001% Compulsorily Convertible Preference Shares of ^ 48,310.00 lakhs, have been classified as instruments entirely equity in nature amounting to ^ 1437.70 lakhs and securities premium of ^ 47 448 45 lakhs

As a result of this, financial liability pertaining to 0.0001% Compulsorily Convertible Preference Shares of ^ 48,310.00

lakhs, have been

classified as instruments entirely equity in nature amounting to ^ 1,437.70 lakhs and securities premium of ^ 47,448.45 lakhs for the year ended March 31, 2023.

On October 10, 2023, the Company, in pursuant to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Issue

of Capital and Disclosure Requirements) Regulations, 2018, the articles of association of the Company and in accordance with the Shareholders' Agreement, the First Addendum, the Second Amendment Agreement and the Third Amendment Agreement, read with the deed of adherence dated November 9, 2022, has converted 36,32,128 CCPS held by India Advantage Fund S5 I into 87,06,211 Equity Shares, 14,07,448 CCPS

held by India Advantage Fund S4 I into 33,73,653 Equity Shares, 4,08,614 CCPS held by Dynamic India Fund S4 US I into 9,79,448 Equity Shares and 17,40,393 Series A CCPS held by Tata Capital Growth Fund II into 41,71,722 Equity Shares, such that the Equity Shares issued upon

21.1 During the year ended March 31, 2024, Other payable represents IPO related expenses recovered from certain shareholders to be paid back.

21.2 The Company had issued 54,48,190, 0.0001% Compulsorily Convertible Preference Shares (CCPS) of ^ 20/- (Indian Rupees Twenty Only) each at premium of ^ 640.77/- each in the extra ordinary general meeting held on October 22, 2022. Further, the Company had issued 17,40,393, 0.0001% Series A Compulsorily Convertible Preference Shares of ^ 20/- each at premium of ^ 640.77/- each to Tata Capital Growth Fund II in the extra ordinary general meeting held on November 23, 2022.

Terms of/ rights attached to compulsory convertible preference shares (including Series A CCPS)

The CCPS shall be participating, compulsorily convertible and non-cumulative preference shares of the Company. The holders of the CCPS have the right to receive dividend in preference and priority to any other shareholder of the Company at a rate of 0.0001% ("Preferential Dividend"), if declared by the Board of Directors In addition to and after payment of the Preferential Dividend, each CCCPS would be entitled to participate pari passu in any cash or non-cash dividends paid to the holders of shares of all other classes (including Equity Shares) or series on a pro rata, as-if-converted basis.

A holder of CCPS may, issue a notice to the Company for conversion of the CCPS into Equity Shares, on the occurrence of the following:

(a) Prior to the last day permitted under and if required, under the Applicable Law in connection with an IPO; or

(b) After 1 year from Closing (in

terms of the agreement), at anytime at the option of the holders of the CCPS; or

Each CCPS shall be convertible into Equity Shares in the ratio of 1:1, subject to adjustments provided in the agreement.

Pursuant to special resolution dated February 24,2023, the conversion ratio in terms of the agreement were amended as follows:

i) from 1:1 to 1:3

ii) from 1:0.799 to 1:2.397

The holders of CCPS were entitled to participate in the surplus proceeds from Liquidation Event, if any, on a pro-rata basis along with all other holders of Equity Shares on a fully diluted basis, after the total investment amount plus any declared but unpaid dividends on CCPS, paid to the Investors in priority in terms of the agreement.

The holders of CCPS had various exit options in terms of the agreement, including the right to require the Company to buy back / purchase all of the Investors' shares at a price determined in terms of the agreement (in the event that the Investors were not provided an exit in terms of the agreement by July 31, 2027).

In terms of the CCPS agreement, the Company shall not, directly, or indirectly, take any action or decision in respect of certain affirmative vote matters specified in the agreement without obtaining consent of majority eligible investors. Considering the investors have cash settlement alternatives which were not under the control of the Company, hence the CCPS held by the investors were classified as a financial liability at as March 31, 2023

Pursuant to resolution dated June 09, 2023 and addendum to CCPS agreement effective April 01, 2023, the conversion ratio in terms of the agreement further got amended, as follows:

-Each CCPS will be converted into Equity Shares at a fixed ratio of 1: 2.397, subject to corporate action adjustments, as provided in the agreement.

Further, certain exit options in terms of the original agreement have been amended with effect from April 01, 2023, including waiver of the Investor's right to require the Company to buy back / purchase all of the Investors' shares at a price determined in terms of the agreement.

Subsequently, pursuant to resolution dated August 05, 2023, the CCPS agreement was further amended in respect of

Upon such change in existing terms of CCPS, the existing CCPS classified as a financial liability is treated as instrument entirely in nature of equity as on April 01, 2023.

As a result of this, financial liability pertaining to 0.0001% Compulsorily Convertible Preference Shares of ^ 48,310.00 lakhs, have been classified as instruments entirely equity in nature amounting to ^ 1437.70 lakhs and securities premium of ^ 47,448.45 lakhs till the conversion of CCPS to equity shares on October 10, 2023. (refer note 18)

On October 10, 2023, the Company, in pursuant to the provisions of the Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the articles of association of the Company and in accordance with the Shareholders' Agreement, the First Addendum, the Second Amendment Agreement and the Third Amendment Agreement, read with the deed of adherence dated November 9, 2022, has converted 36,32,128 CCPS held by India Advantage Fund S5 I into 87,06,211 Equity Shares, 14,07,448 CCPS held by India Advantage Fund S4 I into 33,73,653 Equity Shares, 4,08,614 CCPS held by Dynamic India Fund S4 US I into 9,79,448 Equity Shares and 17,40,393 Series A CCPS held by Tata Capital Growth Fund II into 41,71,722 Equity Shares, such that the Equity Shares issued upon such conversion will rank pari passu

21.3 Details of fair value of the liabilities is disclosed in note 42.

21.4 The credit balance of ^14.17 Lakhs in the IPO Expenses recoverable account reflects outstanding bills from the self-certified syndicate bank (SCSB), the payment to those made by Company on the basis of pro-forma Invoices and subsequent reimbursement from the Share escrow account.

The above excludes Audit fees of ^154.50 lakhs towards services rendered by Auditors for the purpose of QIP allotment which has been adjusted against securities premium (For the year ended March 31, 2024, ^ 365 lakhs and out of pocket expenses of ^ 15.68 lakhs towards services rendered by Auditors for the purpose of IPO, which have been paid out of proceeds received from selling shareholders

# The tax rate used for the reconciliations above is the corporate tax rate plus surcharge (as applicable) on corporate tax, education cess and secondary and higher education cess on corporate tax, payable by corporate entities in India on taxable profits under Income Tax Act, 1961

In pursuance of Section 115BAA of the Income Tax Act, 1961 announced by the Government of India through Taxation Laws (Amendment) Ordinance, 2019, the Company has opted for irrevocable option of shifting to lower tax rate w.e.f FY 19-20.

35.4 The Company does not have any transaction which is not recorded in the books of account that has been surrendered or disclosed as income during any of the above years 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)

37.1 The Company did not expect any outflow of economic resources in respect of the above and therefore no provision was made in respect thereof.

37.2 During the year ended March 31, 2025, corporate guarantees given to banks relate to borrowings taken by the subsidiary companies are closed on prepayment of borrowing by subsidiary company.

37.3 Contingent liabilities under civil matters pertains to cases pending before metrology forum relating to disclosure of weight mention and measurement standards of products

38 Segment information

In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements.

39 Employee benefit plans 39.1 Defined contribution plans

The Company participates in Provident fund as defined contribution plans on behalf of relevant personnel. Any expense recognised in relation to provident fund represents the value of contributions payable during the period by the Company at rates specified by the rules of provident fund. The only amounts included in the balance sheet are those relating to the prior months contributions that were not paid until after the end of the reporting year. (a) Provident fund and pension

In accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, eligible employees of the Company are entitled to receive benefits in respect of provident fund, a defined contribution plan, in which

both employees and the Company make monthly contributions at a specified percentage of the covered employees' salary. The contributions, as specified under the law, are made to the provident fund administered and managed by Government of India (GOI). The Company has no further obligations under the fund managed by the GOI beyond its monthly contributions which are charged to the statement of Profit and Loss in the period they are incurred. The benefits are paid to employees on their retirement or resignation from the Company Contribution to defined contribution plans, recognised in the statement of profit and loss under employee benefits expense, are as under:

(b) Defined benefit plans:

Gratuity

The Company has an obligation towards gratuity, a funded defined benefit retirement plan covering all employees. The plan provides for lump sum payment to vested employees at retirement or at death while in employment or on termination of the employment of an amount equivalent to 15 days salary, as applicable, payable for each completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation. The Company makes annual contributions (from year ended March 31, 2023 onwards) to gratuity fund managed by Kotak Mahindra Life Insurance Company Limited.

The most recent actuarial valuation of the present value of the defined benefit obligation was carried out for the year ended

March 31, 2025 by an independent actuary. The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

(A) Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:

(1) Salary risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.

(2) Interest rate risk

A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

(3) Investment risk:

The present value of the 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 a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

(4) Mortality risk:

Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

The remuneration to the key managerial personnel does not include the provisions made for gratuity, as they are determined on an actuarial basis for the Company as a whole.

All decisions relating to the remuneration of the Directors are taken by the Board of Directors of the Company, in accordance with shareholders' approval, wherever necessary.

40.5 The above disclosure excludes the proceeds received in the share escrow account during previous year ended March 31,2024, amounting to ? 1,90,000 Lakhs on account of offer for sale made by selling shareholders namely Pradeep Rathod, Pankaj Rathod, Gaurav Rathod, Babita Pankaj Rathod, Sangeeta Pradeep Rathod and Ruchi Gaurav Rathod . Book running lead managers disbursed ? 1,80,711.33 Lakhs (net of issue expenses of Rs 9,288.67 lakhs) to its selling shareholders. The balance in share escrow account is Nil as on March 31, 2025 and 2024.

40.6 Funding Arrangements

(a) Cello Consumerware Private Limited (CCPL) had availed term loan from bank of ? 5000.00 lakhs for its business purpose from banks, against which the Company had provided unconditional and irrevocable corporate guarantee. The loan outstanding as on March 31,2025 is ? NIL (March 31,2024: ? 2,773.26 lakhs), since the said term loan is fully repaid by CCPL during the year.

41 Financial instruments and risk management 41.1 Capital risk 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 capital structure of the Company consists of net debt offset by cash and bank balances and total equity of the Company

41.3 Financial risk management objectives

The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support the Company's operations. The Company's principal financial assets comprise cash and bank balances, trade and other receivables that are derived directly from its operations

The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The Company's senior management team oversees the management of these risks. The Board of Directors review and agree policies for managing each of these risks, which are summarised below:

(i) Market risk

Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2025 and March 31, 2024.

a. Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company's borrowings comprise of loans from related parties which are either interest free or bear fixed rate of interest.

The Company does not have any borrowing carrying variable rate of interest and accordingly, it does not have any interest rate risk.

b. Foreign currency risk:

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities denominated in foreign currency and thus the risk of changes in foreign exchange rates relates primarily to trade payables and receivables.

c. Product price risk

In a potentially inflationary economy, the Company expects periodical price increases across its product lines. Product price increases which are not in line with the levels of customers' discretionary spends, may affect the business/ sales volumes. In such a scenario, the risk is managed by offering judicious product discounts to customers to sustain volumes. The Company negotiates with its vendors for purchase price rebates such that the rebates substantially absorb the product discounts offered to the customers. This helps the Company to protect itself from significant product margin losses. This mechanism also works in case of a downturn in the retail sector, although overall volumes would get affected.

(ii) Credit risk management

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

a. Trade receivables

The Company has adopted a policy of only dealing with counterparties that have sufficient credit rating. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company has applied a simplified approach under Expected Credit Loss (ECL) model for measurement and recognition of impairment losses on trade receivables.

b. Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors on an annual basis and may be updated throughout the year subject to approval of the Company's Finance Committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments

c. Financial guarantees

The Company has not provided any financial guarantees as corporate guarantees to financial institutions and banks that have extended credit facilities to the Company's related party/subsidiary. Hence, the Company does not foresee any significant credit risk exposure.

(iii) Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day basis. The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on an on-going basis to meet operational needs Liquidity risk table

The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments.

42.3 Fair value of financial assets and financial liabilities that are measured at amortised cost:

The management believes the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values.

43 Disclosure as per Section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

(I) Details of Investments made by the Company are given in Note 9 in the financial statement.

(II) Details of loan given to subsidiary company is provided in Note 10 in the financial statement.

45 Additional regulatory information as required by Schedule III to the Companies Act, 2013

a. The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

b. The Company has not traded or invested in Crypto currency or Virtual Currency during reporting year and previous year.

c. Pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (including any modification, amendment, or re-enactment thereof) (“Act”) and other applicable laws, rules and regulations , the draft Composite Scheme of Arrangement amongst Wim Plast Limited and Cello Consumer Products Private Limited and the Company and their respective shareholders and creditors ("Scheme") was approved by the Board of Directors on November 12, 2024. Further, requisite approvals from BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") is awaited.

d. The Company had no transactions with Companies struck off under Companies Act, 2013 or Companies Act, 1956 nor there azre any outstanding balances at end of reporting year and previous year.

e. The Company has not advanced or loaned 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.

f. 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

g. The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

h. The Company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.

i. Details of loans or advances to promoters, directors, KMPs and related parties, either severally or jointly with any other person, that are (a) repayable on demand or (b) without specifying any terms or period of repayment, are disclosed in note 10.

j. There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

45.1 Audit Trail

The Company uses SAP S/4 HANA as its accounting software for maintaining its books of account which has feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled, throughout the year as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment Rules, 2021.

Further, the Company has been maintaining daily backup of books of accounts and other records, on servers physically located in India throughout the year

45.2 Code of Social Security, 2020

The Code on Social Security, 2020 (‘Code') relating to employee benefits during employment and post- employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

46 Significant events after the reporting period

a. The Board of Directors has recommended distribution of Final Dividend at rate of 30 % i.e. ^ 1.50 per

equity share (For financial year 2023-24 : ^ 1.50 per equity share) of the face value of ^ 5 for the financial year 2024-25, Subject to shareholders approval in ensuing Annual General Meeting (AGM).

b. Subsequent to the year ended, on the recommendations of the Nomination and Remuneration Committee (NRC), the Board of Directors of the Company have approved the Employee Stock Option Scheme 2025 (“ESOP 2025”) at the meeting held on May 23, 2025, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company and such other regulatory/statutory approvals as may be necessary.

47 Previous year's figures have been regrouped/reclassed wherever necessary to correspond with the current year's classification/disclosure.

48 The financial statements recommended by Audit Committee were approved by the Board of Directors in their meetings held on May 23, 2025.