Notes to Accounts of SJS Enterprises Ltd.

Mar 31, 2025

(d) There has been no revaluation of property, plant and equipment done during the year.

(e) The freehold land and buildings totaling ''453.30 million as of 31 March 2024, were encumbered by a first-charge secured loan. The loan has been been fully paid off during the year and thus the assets are no longer subject to this lien. [refer Note 17]

Note (ii)
Persuant to Board of Director''s approval on 4 June 2024 for selling the unused land, the Company has classified its freehold land and building valued at ''278.10 million and ''20.37 million(net of depreciation), respectively, to ''Asset Held for Sale'' under Current Assets. Further, no depreciation is recorded on these amounts with effective from 1 July 2024. As per the requirements of Ind AS 105 -Non-current Assets Held for Sale and Discontinued Operations, the management has valued the same at lower of carrying value or fair value less cost to sale.

(b) Goodwill arising upon business combination is not amortized but tested for impairment annually or more frequently if there is any indication that the cash generating unit to which goodwill is allocated is impaired. For the purposes of impairment assessment, the Company is considered as single cash generating unit. Acquired business of Delta Ram Enterprises, Sirisha Enterprises and SM Enterprises has been merged with the Company and the management considered these acquired business with the Company as single cash-generating unit. The recoverable amounts of the cash generating units have been assessed using a enterprise value model. Key assumptions upon which the Company has based its determinations of enterprise value include:

As at 31 March 2025 and 31 March 2024, the estimated recoverable amount of the CGU exceeded its carrying amount hence no impairment is trigerred

The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

(a) During the year ended 31 March 2024, the Company had entered into a Share Purchase Agreement on 27 April 2023 (together hereinafter referred to as the "SPA") for acquisition of Walter Pack Automotive Products India Private Limited including its wholly owned subsidiary (hereinafter referred to as "Walter Pack"), Plastoranger Advanced Technologies Private Limited (hereinafter referred to as "Plastoranger")(together hereinafter referred to as "Walter Pack group"). Walter Pack group is engaged in designing and manufacturing of all types of in-mould products and automotive products. The Company had acquired 3,15,442 equity shares (90.1% of the shareholding of Walter Pack group) and the same was consummated for a consideration of ''2,385.74 million. The acquisition was made to enhance the Company''s product portfolio, manufacturing capabilities, customer base and cross selling opportunities. The acquisition was with effect from 1 July 2023 post which Walter Pack and Plastoranger became the subsidiary of the Company. [refer Note 19].

The purchase consideration contained cash consideration amounting to '' 2,297.52 million and deferred consideration of '' 88.22 million. Out of the total defferred consideration '' 28.36 was paid during the previous year and balance amount is fully paid in the current year.

The acquisition related cost of ''16.01 million related to the above acquisition has been included in the legal & professional fees in the Standalone Statement of Profit and Loss as of 31 March 2024.

(b) During the year ended 31 March 2025, the Company has entered into a Power Supply and Offtake Agreement ("PSOA") and Share Subscription and Shareholders'' Agreement ("SSSHA") with Sunsource Energy Private Limited ("SEPL") and Suryaurja One Private Limited ("STPL"), and acquired 10,50,000 Equity Shares of STPL for a consideration of ''10.5 million. STPL is engaged in the business of power generation from renewable sources for captive consumption. The investment is made in order to qualify as a captive consumer in accordance with The Electricity Act, 2003.

Information about the Company''s exposure to credit and market risks, and fair value measurement is included in note 33 and note 34.

(b) Tax charge for the current year includes a tax credit of '' 52.65 million which is primarily on account of deduction proposed to be claimed by the Company under the provisions of Income Tax Act, 1961 on account of the difference between the grant date fair value of ESOPs and market price on the date of exercise of ESOPs (net of the exercise price).

a) Bangalore Metro Rail Corporation Limited (BMRCL) had acquired a portion of the freehold land for an agreed compensation of ''15.41 million (including tax deducted at source). On the above land, one of the female legal heirs of the erstwhile owner of the freehold land has raised an allegation for separate possession of certain portion of the freehold land. On account of the dispute, the acquisition compensation amount was deposited by BMRCL in the Court till the final settlement. During the year ended 31 March 2024, the matter is closed as the Company has received an order dated 9 September 2023 in its favour. Pursuant to this, during the year ended 31 March 2025, the Company has received a compensation of ''13.90 million (including interest of '' 4.55 million) and expects to receive the remaining amount.

(b) The provision for write down of inventories to net realisable value during the year amounted to ''223.27 million (31 March 2024 : ''193.73 million). The provision estimated by the management for slow moving and obsolete stock during the year amounted to ''120.31 million (31 March 2024 : ''112.73 million). The write down, reversal and provision for slow moving and obsolete stock are included in the costs of materials consumed or changes in inventories of finished goods and work-in-progress.

(b) Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having par value of ''10 each. All equity shares carry similar voting rights of 1:1 and similar dividend rights. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) During the year ended 31 March 2024, the Board of Directors at their meeting held on 3 May 2023, had approved the issue of equity shares of 600,000 shares on a preferential basis at an issue price of '' 500 (Rupees Five Hundred Only) per equity share to Mr. K.A. Joseph ("Investor"), Founder, Promoter and Managing Director of the Company. The same had been approved by the Shareholders in their meeting held on 30 May 2023.

(d) During the year ended 31 March 2025, 287,750 equity shares were issued pursuant to the exercise of vested options granted to employees under the 2021 share option scheme.

(e) The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31 March 2025.

During the quarter ended 30 June 2024, Evergraph Holdings Pte. Ltd ("Promoter") had sold 5,36,337 equity shares of the Company which constitute 1.73% of paid-up equity share capital to Mr. K.A Joseph(Managing Director) ("Promoter").

i) The Board of Director of the Company at its meeting held on 20 May 2024 had proposed a final dividend of ''2/- per equity shares for the year ended 31 March 2024, the proposal was approved by shareholders at the Annual General Meeting held on 20 August 2024 and the same was paid during the year ended 31st March 2025. The total cash outflow on account of this dividend amounted to ''62.08 million.

ii) During the year ended 31 March 2025, the Board of Directors of the Company at its meeting held on 8 May 2025 have proposed a final dividend of ''2.50/- per equity share for the year ended 31 March 2025, which is subject to the approval of the shareholders at the ensuing Annual General Meeting.

d) Share option outstanding account:
The Company has share option schemes under which options to subscribe for the Company''s shares have been granted to employees. The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees as part of employee benefit expense.

e) Other comprehensive income:
(i) Remeasurement of net defined benefit liability or asset

Differences between the interest income on plan assets and the return actually achieved and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in ''Other equity'' as other comprehensive income net of taxes.

(ii) Equity instruments through OCI
The Company has elected to recognise changes in the fair value of certain investment in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments within equity. The Company transfers amounts therefrom to retained earnings when the equity securities are derecognised.

(a) During the year ended 31 March 2024, the Company had availed '' 350 million term loan from Bajaj Finserve which carries interest of 9.50% per annum linked with repo rate of Reserve Bank of India and payable in 60 monthly installments with 12 months moratorium starting from 1 July 2024. The loan is secured by first paripassu charge on entire movable and immovable property, plant and equipments of the Company. The entire loan is repaid during the year.

(b) The Company has availed woking capital demand loan from Citi Bank which carries interest of 1 month treasury bill 175 basis points per annum (31 March 2024: 1 month treasury bill 175 basis points per annum) and is payable within 30 days from the date of loan availed.

(c) The Company has availed bill discounting facility (with recourse) from State Bank of India which carries interest in the range of 8.22% to 10.48% per annum (31 March 2024: 7.08% to 10.59% per annum) and is payable within 45 days from the date of discounting of bills.

(d) The Company has obtained overdraft facility from Kotak Mahindra Bank amounting to ''10 million, which carries interest at MCLR in the range of 8.60% to 8.80% and repayable on demand. As at 31 March 2025, the bank overdraft balance amounts to Nil (31 March 2024: Nil).

(e) Information about the Company''s exposure to interest rate, foreign currency and liquidity risks is included in Note 34

Amounts recognised in statement of cashflows:
During the year, the Company had no cash inflow / outflow related for right-of-use asset. (31 March 2024: Nil).

During the year, for lease including cash outflow of short-term leases, the Company had a cash outflow of ''8.05 million (31 March 2024: ''5.23 million).

33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT Accounting classification and fair value
The following table shows the carrying amount and fair value of financial assets and financial liabilities including their level of fair value hierarchy:

Fair value hierarchy
The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:

a) recognised and measured at fair value

b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard.

Fair value hierarchy
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. This includes investment in mutual funds. The fair values of investments in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Fair valuation method
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. The following methods and assumptions were used to estimate the fair values. Investments in mutual funds carried at fair value are generally based on the Net Asset Value (NAV) as per the fund statement at the reporting date.

There were no transfers in either directions during the year ended 31 March 2025 and 31 March 2024.

Financial assets:
The Company has not disclosed the fair values for loans, trade receivables, cash and cash equivalents including other bank balances, investments in bonds, commercial papers and others and other financial assets because their carrying amounts are a reasonable approximation of their fair value.

Investments in mutual funds: Fair value of unquoted mutual funds units are based on the Net Asset Value (NAV) at the reporting date.

Investment in equity instruments: The fair value of the said investment is derived based on the estimated cashflows that is expected to be generated in future and discounted for the present value using the risk free interest rate / weighted average cost of capital.

Financial liabilities:
Borrowing: It includes term loans, working capital demand loan and bill discounting facilities. Borrowings are classified and subsequently measured in the standalone financial statements at amortised cost. Considering that the interest rate on borrowings is reset on a periodic basis, the carrying amount of the borrowings would be a reasonable approximation of its fair value.

Trade payables and other financial liabilities: Fair values of trade payables and other financials liabilities are measured at balance sheet date value, as most of them are satisfied within a short period and so their fair values are assumed almost equal to balance sheet date values.

Deferred consideration:
Discounted cash flow - The valuation model considers the present value of expected future payments discounted at risk adjusted discount rate.

34 FINANCIAL RISK MANAGEMENT
The Company''s activities expose to a variety of financial risks: credit risk, liquidity risk and market risk.

Risk management
The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and responsibilities.

The Board of Directors has established the risk management committee, which is responsible for developing and monitor the Company''s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedure, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s Risk Management Committee along with Audit Committee overseas how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Risk Management Committee and Audit Committee is assisted in its oversite role by the internal auditor.

(i) 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 receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represents the maximum credit exposure.

Trade and other receivables
The maximum exposure to credit risk at the reporting date is primarily from trade receivables. However, the management also considers the factors that may influence the credit risk of its customer base. Customers of the Company are spread across diverse industries and geographical areas. The Company limits its exposure to credit risk from trade receivables by establishing a maximum credit period and takes appropriate measures to mitigate the risk of financial loss from defaults. Recurring credit evaluation of credit worthiness is performed based on the financial condition of respective customer.

(ii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligation as they become due. 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. Management monitors rolling forecast of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried out by the management in accordance with practice and limits set by the Company.

In addition, the Company''s liquidity management policy involves projecting 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.

The Company maintains the line of credit as stated in note 17.

The Company invests its surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds, which carry no/low mark to market risks.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2025 and 31 March 2024. The amounts are gross and undiscounted contractual cash flow includes contractual interest payment and excludes netting arrangements:

(iii) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk as discussed below:

A) Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currency of the Company. The functional currency of the Company is primarily INR. The currencies in which these transactions are primarily denominated are USD, EUR, JPY etc.

Management monitors the movement in foreign currency and the Company''s exposure in each of the foreign currency. Based on the analysis and study of movement in foreign currency, the Company decides to exchange its foreign currency.

35 CAPITAL MANAGEMENT
The Company''s policy is to maintain stable and strong capital base structure with a focus on total equity so as to maintain investor, creditor and market confidence and to sustain future development and growth of the business. The Company monitor''s the return on capital as well as the level of dividends on its equity shares. The Company''s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability to continue as a going concern.

The Company monitors capital using a ratio of ''adjusted net debt'' to equity''. For the purpose of Company''s capital management, adjusted net debt is defined as borrowings less cash and cash equivalent, bank balance other than cash and cash equivalents and current investments and total equity includes issued capital and all other equity reserves and excludes lease liabilities.

38 COMMITMENTS AND CONTINGENT LIABILITIES

('' in million)

Particulars

As at 31 March 2025

As at 31 March 2024

i) Capital Commitments

Estimated amounts of contracts remaining to executed on capital account and not provided for

12.81

7.26

ii) Contingent liabilities

Income tax matters [refer Notes (b)]

17.11

18.01

(a) During the year, the Income tax department (IT) conducted a Survey under Section 133A(1) of the Income Tax Act, 1961, at Registered office of the Company in Bengaluru from 16th January 2025 to 18th January 2025. The management has furnished the required documents to the department. Consequently, the Company has received show cause notice under section 148A for AY 2019-20 and 2020-21 against which the Company has filed response on 21 April 2025.

(b) This includes a demand notice for the assessment year 2020-21 for additional tax of ''17.11 million from the Income tax department for the disallowance of non compete fees paid to the commission agents as per termination agreement which is considered as capital expenditure .The Company has filed an appeal against this order and the appeal is pending with the commissioner appeals. During the year ended 31 March 2025, the ITAT, vide order dated 19 July 2024, remanded the case back to the Assessing Officer ("AO") for fresh examination.

39 EMPLOYEE SHARE BASED PAYMENT PLAN
a) Description of share-based payment plan

The ''SJS Enterprises - Employee Stock Option Plan 2021'' (''SJS ESOP -2021'') plan was approved by the shareholders at the extraordinary general meeting held on 14 July 2021 and subsequently by Nomination and remuneration committee vide their meeting held on 19 July 2021. The Plan entitles the employees (including the employees of subsidiary) with a right but not an obligation to purchase or subscribe at a future date the shares underlying the option at a pre-determined price, subject to compliance with vesting conditions; all exercised options shall be settled as provided under the SJS ESOP-2021 plan. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price as mentioned in the ESOP Offer letter.

The equity shares covered under these options vest at various dates over a period ranging from three to five years from the date of grant based on the length of service completed by the employee from the date of grant. The exercise period is six months from the respective date of vesting or within thirty days from the resignation of employee whichever is earlier.

The expenses towards share based payments incurred during the year is ''84.86 million (31 March 2024: ''47.81 million). Out of this, the Company has recharged ESOP cost to its subsidiaries amounting to ''14.63 million (31 March 2024: ''7.44 million). This has resulted in the net expense of ''70.23 million for the year ended 31 March 2025 (31 March 2024: ''40.37 million) towards share based payments.

e) Deduction claimed under Income Tax for ESOP exercised
The Company granted stock options to the eligible employees (including employees of the subsidiary companies) under the SJS ESOP- 2021 Scheme. In accordance with the provisions of Ind-AS and guidance note on accounting for employee share-based payments, issued by the Institute of Chartered Accountants of India for the purposes of accounting of the stock options, estimated fair value of the options determined on grant date is recognised as

an expense in the statement of profit and loss on a straight-line basis over the required service period for each separately vesting portion, as ''Share-based payments to employees''. Accordingly, ''70.23 million (31 March 2024: ''40.37 million) pertaining to SJS ESOP Scheme - 2021 has been debited to the profit and loss account to the extent relating to the employees of the Company.

The market value of shares as on the date of exercise of the options is higher than the fair value of the stock options as on the date of grant. ESOP value to the extent of a) the difference between the fair value of the equity shares on the date of exercise and exercise price paid by the employees and b) expense already recognised in the books of account (based on fair value of the grants) is not debited to the profit and loss account of the Company in the books of account, in terms of above accounting principles.

However, basis the legal advice, total amount of '' 209.2 million pertaining to the above scheme can be claimed as deduction in the returns of income of the Company and accordingly, the Company has claimed such tax deduction in computation of income for tax purposes for the financial year 2024-25 which is subject to income tax assessment.

The Company operates the following post-employment defined benefit plan (a) Defined benefit plans (funded):
The Company operates post-employment defined benefit plan that provide gratuity, governed by the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years arc eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn salary per month computed proportionately for 15 days salary multiplied for the number of years of service or part thereof in excess of six months. The gratuity plan is a funded plan. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

These defined benefit plans expose the Company to actuarial risks., such as longevity risk. currency risk, interest rate risk and market (investment) risk.

A. Funding
Company''s gratuity scheme for employees is administered through a trust with the SBI Life Insurance Company Limited. The funding requirements are based on the gratuity fund''s actuarial measurement framework set out in the funding policies of the plan. The funding is based on a separate actuarial valuation for funding purposes for which the assumptions may differ from the assumptions set out in (E). Employees do not contribute to the plan.

B. Reconciliation of net defined benefit liability
The following table shows a reconciliation from the opening balances to the closing balances for the net defined assets / liability and its components.

(i) The discount rate is based on the prevailing market yield on Governmental Securities as at the balance sheet date for the estimate defined obligations.

(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risk of asset management. historical results of the return on plan assets and the Company''s policy for plan asset management.

(iii) The estimate of future salary increases considered in actuarial valuation takes in to account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(b) Defined contribution plan:
The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised ''9.28 million (31 March 2024 : ''12.00 million) towards defined contribution plans.

41 SEGMENT INFORMATION
The Company is engaged in the business of manufacturing of decorative aesthetic products primarily for automotive and consumer appliance industry such as automotive dials, overlays, badges and logos. The Managing Director being the Chief Operating Decision Maker (CODM) evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by industry classes. All operating segments operating results are reviewed regularly by CODM to make decisions about resources to be allocated to the segments and assess their performance. CODM believes that these are governed by same set of risks and returns hence, CODM reviews them as one component. Further, the economic environment in which the Company operates is significantly similar and not subject to materially different risk and rewards. The revenues, total expenses and net profit as per the Statement of profit and loss represents the revenue, total expenses and net profit of the sole reportable segment.

A Geographical information
The geographical information analyses the Company''s revenue from external customers and non - current assets of its single reportable segment by the Company''s country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of the customer and segment assets which have been based on the geographical location of the assets.

44 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.

45 OTHER STATUTORY INFORMATION :
i) The Company does not have any Benami property or any proceeding is pending against the Company for holding any Benami property.

ii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

iii) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

iv) The Company is not classified as willful defaulter.

v) The Company doesn''t have any 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.

vi) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956

vii) The Company does not have any investment property during the financial year.

viii) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act,2013), during the financial year which are repayable on demand or without specifying any terms or period of repayment.

ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

xi) The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statement of current assets filled by the Company with the banks / financial institutions are in agreement with the books of accounts.

46 EVENTS AFTER REPORTING PERIOD
There have been no material events since the end of the reporting period which would require disclosure or adjustment to the standalone financial statements for the year ended 31 March 2025.

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Mar 31, 2024

(a) The Company does not have any intangible assets under development.

(b) Goodwill arising upon business combination is not amortized but tested for impairment annually or more frequently if there is any indication that the cash generating unit to which goodwill is allocated is impaired. For the purposes of impairment assessment, the Company is considered as single Cash generating unit. Acquired business of Delta Ram Enterprises, Sirisha Enterprises and SM Enterprises has been merged with the Company and the management considered these acquired business with the Company as single cash-generating unit. The recoverable amounts of the cash generating units have been assessed using a enterprise value model. Key assumptions upon which the company has based its determination of enterprise value include:

As at 31 March 2024 and 31 March 2023, the estimated recoverable amount of the CGU exceeded its carrying amount hence no impairment is trigerred.

The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.

(a) During the year ended 31 March 2024, the Company has entered into a Share purchase agreement ("SPA”) dated 27 April 2023 with Walter Pack Automotive Products India Private Limited ("WPI”) and its shareholders, Walter Pack S.L. and Mr. Roy Mathew and acquired 3,15,442 equity shares (90.1% of the shareholding of WPI). The effective date of the acquisition is 4 July

2023 and subsequent to which WPI has become the subsidiary of the Company. The purchase consideration includes deferred consideration amounting to '' 88.22 million out of which '' 64.79 is outstanding as at 31 March 2024 [refer Note 19].

(b) During the year ended 31 March 2023, the Company has entered into a Power Supply and Offtake Agreement ("PSOA") and Share Subscription and Shareholders'' Agreement ("SSSHA") with Sunsource Energy Private Limited ("SEPL") and Suryaurja Two Private Limited ("STPL") and had acquired 6,00,000 equity shares of STPL at a price of Rs. 10/- each. During the year ended 31 March 2024, STPL has raised additional equity from other investors, which has resulted in the reduction of shareholding of the Company below 20%. On 25^th September 2023, the Company has entered into an Amendment to Share Subscription and Shareholders'' Agreement ("ASSSHA") with Sunsource Energy Private Limited ("SEPL") and Suryaurja Two Private Limited ("STPL") and had acquired 2,00,000 equity shares of STPL at a price of Rs. 10/- each. Consequently, the Company''s total stake in STPL now stands at 16.33%. As the Company does not exercise any significant influence, STPL is no longer considered to be an associate of the Company and Investment in equity instruments Surya Urja is designated as investment carried at fair value through profit or loss (FVTOCI) by the management.

Information about the Company''s exposure to credit and market risks, and fair value measurement is included in note 33 and note 34.

a) Bangalore Metro Rail Corporation Limited (BMRCL) has acquired a portion of the freehold land for an agreed compensation of ''15.41 million (including tax deducted at source). On the above land, one of the female legal heirs of the erstwhile owner of the freehold land has raised an allegation for separate possession of certain portion of the freehold land. On account of the dispute, the acquisition compensation amount has been deposited by BMRCL in the Court till the final settlement. During the year ended 31 March 2024, the matter is closed as the Company has received an order dated 9 September 2023 in its favour.

(b) The provision for write down of inventories to net realisable value during the year amounted to ''193.73 million (31 March 2023 : ''192.02 million). The provision estimated by the management for slow moving and obsolete stock during the year amounted to ''112.73 million (31 March 2023 : ''59.89 million). The write down, reversal and provision for slow moving and obsolete stock are included in the costs of materials consumed or changes in inventories of finished goods and work-in-progress.

(b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value of ''10 each. All equity shares carry similar voting rights of 1:1 and similar dividend rights. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) During the year ended 31 March 2024, the Board of Directors at their meeting held on 3 May 2023, had approved the issue of equity shares of 600,000 shares on a preferential basis at an issue price of '' 500 (Rupees Five Hundred Only) per equity share to Mr. K.A. Joseph ("Investor"), Founder, Promoter and Managing Director of the Company. The same had been approved by the Shareholders in their meeting held on 30 May 2023.

* During the year ended 31 March 2024, Mr. K A Joseph and Evergraph has entered into transaction for the transfer of 9,00,000 shares from Evergraph to Mr. K A Joseph on 29 February 2024 which got consummate on 4 April 2024.

** During the year ended 31 March 2024, Evergraph Holdings Pte. Ltd sold 9,164,033 equity shares of the Company thereby reducing its shareholding from 34.83% to less than 5%.

(e) The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31 March 2024.

Nature and purpose of other reserves

a) Securities premium account:

Amounts received on issue of shares in excess of the par value has been classified as securities premium. The securities premium can be utilised in accordance with the provisions of Section 52 of the Companies Act, 2013.

b) Retained earnings:

Retained earnings are the profits that the Company has earned till 31 March 2024, add/(less) any transfers from/(to) general reserve, securities premium and debenture redemption reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement gain/(loss) on defined benefit obligations, net of taxes that will not be reclassified to Profit and Loss.

During the year ended 31 March 2024, the Board of Director of the Company at its meeting held on 20 May 2024 have proposed a final dividend of ''2/- per equity shares for the year ended 31 March 2024, which is subject to the approval of shareholders at the ensuing Annual General Meeting.

c) General reserve:

This represents appropriation of profit by the Company. General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes:

d) Share option outstanding account:

The Company has share option schemes under which options to subscribe for the Company''s shares have been granted to employees. The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees as part of employee benefit expense.

e) Other comprehensive income:

(i) Remeasurement of net defined benefit liability or asset

Differences between the interest income on plan assets and the return actually achieved and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are recognised in ''Other equity'' as other comprehensive income net of taxes.

(ii) Equity instruments through OCI

The Company has elected to recognise changes in the fair value of certain investment in equity securities in other comprehensive income. These changes are accumulated within the FVOCI equity investments within equity. The Company transfers amounts therefrom to retained earnings when the equity securities are derecognised.

(a) The Company has availed bill discounting facility (with recourse) from State Bank of India which carries interest in the range of 8.22% to 10.48% per annum (31 March 2023: 6.48% to 10.11% per annum) and is payable within 45 days from the date of discounting of bills.

(b) The Company has availed woking capital demand loan from Citi Bank which carries interest of 1 month treasury bill 175 basis points per annum (31 March 2023: 1 month treasury bill 175 basis points per annum) and is payable within 30 days from the date of loan availed.

(c) During the year the Company had availed following term loans :

(i) ? 130 million from Citi Bank which carried interest rate of 1 month treasury bill 175 basis points per annum and was payable in 60 monthly installments. The loan was availed on 30 June 2023 has been fully repaid on 30 October 2023. The loan was secured by charge on moveble fixed assets of the Company

(ii) '' 350 million on 30 June 2023 from Bajaj Finserve which carries interest of 9.50% per annum linked with repo rate of Reserve Bank of India and payable in 60 monthly installments with 12 months moratorium starting from 1 July 2024. The loan is secured by first paripassu charge on entire movable and immovable property, plant and equipments of the Company.

(d) The Company has obtained overdraft facility from Kotak Mahindra Bank amounting to ''10 million, which carries interest at MCLR in the range of 8.60% to 8.80% and repayable on demand. This facility is not utilised as at the year end.

(e) Information about the Company''s exposure to interest rate, foreign currency and liquidity risks is included in Note 34

Amounts recognised in statement of cashflows:

During the year, the Company had no cash inflow / outflow related for right-of-use asset. (31 March 2023: Nil). During the year, for lease including cash outflow of short-term leases, the Company had a cash outflow of ''5.23 million (31 March 2023: ''4.75 million).

The table below provides details regarding the undiscounted contractual maturities of lease liabilities as at 31 March 2024 and 31 March 2023.

33 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT Accounting classification and fair value

The following table shows the carrying amount and fair value of financial assets and financial liabilities including their level of fair value hierarchy:

Fair value hierarchy

The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:

a) recognised and measured at fair value

b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard.

The following table shows the carrying amounts of financial assets and financial liabilities as at 31 March 2024:

Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. This includes investment in mutual funds. The fair values of investments in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Fair valuation method

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. The following methods and assumptions were used to estimate the fair values. Investments in mutual funds carried at fair value are generally based on the Net Asset Value (NAV) as per the fund statement at the reporting date.

There were no transfers in either directions during the year ended 31 March 2024 and 31 March 2023.

Financial assets:

The Company has not disclosed the fair values for loans, trade receivables, cash and cash equivalents including other bank balances, investments in bonds, commercial papers and others and other financial assets because their carrying amounts are a reasonable approximation of their fair value.

Investments in mutual funds:

Fair value of unquoted mutual funds units are based on the Net Asset Value (NAV) at the reporting date.

Investment in equity instruments:

The fair value of the said investment is derived based on the estimated cashflows that is expected to be generated in future and discounted for the present value using the risk free interest rate / weighted average cost of capital.

Financial liabilities:

Borrowing: It includes term loans, working capital demand loan and bill discounting facilities. Borrowings are classified and subsequently measured in the standalone financial statements at amortised cost. Considering that the interest rate on borrowings is reset on a periodic basis, the carrying amount of the borrowings would be a reasonable approximation of its fair value.

Trade payables and other financial liabilities: Fair values of trade payables and other financials liabilities are measured at balance sheet date value, as most of them are satisfied within a short period and so their fair values are assumed almost equal to balance sheet date values.

Deferred consideration:

Discounted cash flow - The valuation model considers the present value of expected future payments discounted at risk adjusted discount rate.

34 FINANCIAL RISK MANAGEMENT

The Company''s activities expose to a variety of financial risks: credit risk, liquidity risk and market risk.

Risk management

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and responsibilities.

The Board of Directors has established the risk management committee, which is responsible for developing and monitor the Company''s risk management policies. The committee reports regularly to the board of directors on its activities.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedure, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company''s Risk Management Committee along with Audit Committee overseas how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Risk Management Committee and Audit Committee is assisted in its oversite role by the internal auditor.

(i) 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 receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represents the maximum credit exposure.

Trade and other receivables

The maximum exposure to credit risk at the reporting date is primarily from trade receivables. However, the management also considers the factors that may influence the credit risk of its customer base. Customers of the Company are spread across diverse industries and geographical areas. The Company limits its exposure to credit risk from trade receivables by establishing a maximum credit period and takes appropriate measures to mitigate the risk of financial loss from defaults. Recurring credit evaluation of credit worthiness is performed based on the financial condition of respective customer.

Expected credit loss assessment for trade receivables as at 31 March 2024 and 31 March 2023 are as follows:

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables as at 31 March 2024 amounting to ''848.15 million (31 March 2023: ''551.11 million). The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligation as they become due. 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. Management monitors rolling forecast of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried out by the management in accordance with practice and limits set by the Company.

In addition, the Company''s liquidity management policy involves projecting 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.

The Company maintains the line of credit as stated in note 17.

The Company invests its surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds, which carry no/low mark to market risks.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2024 and 31 March 2023. The amounts are gross and undiscounted contractual cash flow includes contractual interest payment and excludes netting arrangements:

(iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk as discussed below:

A) Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currency of the Company. The functional currency of the Company is primarily INR. The currencies in which these transactions are primarily denominated are USD, EUR, JPY etc.

Management monitors the movement in foreign currency and the Company''s exposure in each of the foreign currency. Based on the analysis and study of movement in foreign currency, the Company decides to exchange its foreign currency.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the USD, EURO and JPY against INR at 31 March 2024 and 31 March 2023 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

B) 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 comprises of bill discounting and term loan which carries variable rate of interest, which expose it to interest rate risk.

35 CAPITAL MANAGEMENT

The Company''s policy is to maintain stable and strong capital base structure with a focus on total equity so as to maintain investor, creditor and market confidence and to sustain future development and growth of the business. The Company monitor''s the return on capital as well as the level of dividends on its equity shares. The Company''s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability to continue as a going concern.

The Company monitors capital using a ratio of ''adjusted net debt'' to equity''. For the purpose of Company''s capital management, adjusted net debt is defined as short-term borrowings less cash and cash equivalent, bank balance other than cash and cash equivalents and current investments and total equity includes issued capital and all other equity reserves. and excludes lease liabilities.

The Board of Directors of the Company in its meeting held on 26 July 2023 approved the managerial remuneration of Mr. Sanjay Thapar, which was in excess of the prescribed limits under section 197 of the Companies Act, 2013. Subsequently, the Company has also obtained the approval of shareholders in its 18^th Annual General Meeting held on 04 September 2023.

Terms and conditions

All transactions with these related parties are at arm''s length basis

38 COMMITMENTS AND CONTINGENT LIABILITIES (? In Million)
Particulars	As at 31 March 2024	As at 31 March 2023
i) Capital Commitments
Estimated amounts of contracts remaining to executed on capital account and not provided for	7.26	1.48
ii) Contingent liabilities
Guarantee deposits with banks	-	0.10
Income tax [refer Note (b) and (c) below]	18.01	17.11
Claim towards freehold land [refer Note (a) below]	-	20.40

(a) The claim has been settled during the year in favour of the Company.

(b) This includes a demand notice for the assessment year 2020-21 for additional tax of ''17.11 million from the Income tax department for the disallowance of non compete fees paid to the commission agents as per termination agreement which is considered as capital expenditure .The Company has filed an appeal against this order and the appeal is pending with the commissioner appeals.

(c) This also includes a demand notice for the assessment year 2018-19 for additional tax of ''0.90 million from the Income tax department for the disallowance of Gratuity paid '' 2.45 million and Leave salary paid ''0.04 million, due to the error in disclosure. The Company has filed an appeal against this order and the appeal is pending with the Income Tax Appellate Tribunal.

39 EMPLOYEE SHARE BASED PAYMENT PLAN

a) Description of share-based payment plan

The ''SJS Enterprises - Employee Stock Option Plan 2021'' (''SJS ESOP -2021'') plan was approved by the shareholders at the extraordinary general meeting held on 14 July 2021 and subsequently by Nomination and remuneration committee vide their meeting held on 19 July 2021. The Plan entitles the employees (including the employees of subsidiary) with a right but not an obligation to purchase or subscribe at a future date the shares underlying the option at a pre-determined price, subject to compliance with vesting conditions; all exercised options shall be settled as provided under the SJS ESOP-2021 plan. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price as mentioned in the ESOP Offer letter.

The equity shares covered under these options vest at various dates over a period ranging from three to five years from the date of grant based on the length of service completed by the employee from the date of grant.

The exercise period is six months from the respective date of vesting or within thirty days from the resignation of employee whichever is earlier.

The expenses towards share based payments incurred during the year is ''40.37 million (31 March 2023: ''23.20 million).

During the year, the Company recorded a share based payment expense of 31 March 2024: ''40.37 million (31 March 2023: ''23.20 million) in the statement of profit and loss, net off expenses recharged to subsidiaries amounting to ''7.44 million (31 March 2023: ''1.68 million).

The Company operates the following post-employment defined benefit plan (a) Defined benefit plans (funded):

The Company operates post-employment defined benefit plan that provide gratuity, governed by the Payment of Gratuity Act,1972. Employees who are in continuous service for a period of 5 years arc eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn salary per month computed proportionately for 15 days salary multiplied for the number of years of service or part thereof in excess of six months. The gratuity plan is a funded plan. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

These defined benefit plans expose the Company to actuarial risks., such as longevity risk. currency risk, interest rate risk and market (investment) risk.

A. Funding

Company''s gratuity scheme for employees is administered through a trust with the SBI Life Insurance Company Limited. The funding requirements are based on the gratuity fund''s actuarial measurement framework set out in the

funding policies of the plan. The funding is based on a separate actuarial valuation for funding purposes for which the assumptions may differ from the assumptions set out in (E). Employees do not contribute to the plan.

B. Reconciliation of net defined benefit liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined assets / liability and its components

(i) The discount rate is based on the prevailing market yield on Governmental Securities as at the balance sheet date for the estimate defined obligations.

(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risk of asset management. historical results of the return on plan assets and the Company''s policy for plan asset management.

(iii) The estimate of future salary increases considered in actuarial valuation takes in to account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(ii) Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

(b) Defined contribution plan:

The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised ''12.00 million (31 March 2023 : ''12.93 million) towards defined contribution plans.

41 SEGMENT INFORMATION

The Company is engaged in the business of manufacturing of decorative aesthetic products primarily for automotive and consumer appliance industry such as automotive dials, overlays, badges and logos. The Managing Director being the Chief Operating Decision Maker (CODM) evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by industry classes. All operating segments operating results are reviewed regularly by CODM to make decisions about resources to be allocated to the segments and assess their performance. CODM believes that these are governed by same set of risks and returns hence, CODM reviews them as one component. Further, the economic environment in which the Company operates is significantly similar and not subject to materially different risk and rewards. The revenues, total expenses and net profit as per the Statement of profit and loss represents the revenue, total expenses and net profit of the sole reportable segment.

A Geographical information

The geographical information analyses the Company''s revenue from external customers and non - current assets of its single reportable segment by the Company''s country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of the customer and segment assets which have been based on the geographical location of the assets.

44 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.

45 OTHER STATUTORY INFORMATION :

i) The Company does not have any Benami property or any proceeding is pending against the Company for holding any Benami property.

ii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

iii) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

iv) The Company is not classified as willful defaulter.

v) The Company doesn''t have any 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.

vi) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956

vii) The Company does not have any investment property during the financial year.

viii) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act,2013), during the financial year which are repayable on demand or without specifying any terms or period of repayment.

ix) The Company has complied with the number of layers prescribed under the companies Act, 2013.

x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

xi) The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statement of current assets filled by the Company with the banks / financial institutions are in agreement with the books of accounts.

46 EVENTS AFTER REPORTING PERIOD

There have been no material events since the end of the reporting period which would require disclosure or adjustment to the standalone financial statements for the year ended 31 March 2024.

---

Mar 31, 2023

(a) During the year ended 31 March 2022, the Company had entered into an agreement with Exotech Plastics Private Limited ("Exotech") and existing shareholders of Exotech to acquire the entire equity shares. Exotech is engaged in the business of manufacturing and supply of automobile components and other components. The Company has paid '' 640.00 million as a consideration for acquisition and accordingly, Exotech has become a wholly owned subsidiary of the Company, effective from 5 April 2021.

(b) During the year ended 31 March 2023, the Company has entered into a Power Supply and Offtake Agreement ("PSOA") and Share Subscription and Shareholders'' Agreement ("SSSHA") with Suryaurja Two Private Limited ("STPL"), and acquired 6,00,000 Equity Shares of STPL for a consideration of '' 6 million . STPL is engaged in the business of power generation from renewable sources for captive consumption. The investment is made in order to qualify as a captive consumer in accordance with The Electricity Act, 2003.

information about the Company''s exposure to credit and market risks, and fair value measurement is included in note 33 and note 34.

a) Bangalore Metro Rail Corporation Limited (BMRCL) has acquired a portion of the freehold land for an agreed compensation of ''15.41 million (including tax deducted at source). On the above land, one of the female legal heirs of the erstwhile owner of the freehold land has raised an allegation for separate possession of certain portion of the freehold land.

On account of the dispute, the acquisition compensation amount has been deposited by BMRCL in the Court till the final settlement. During the year ended 31 March 2021, the Company had made a provision of '' 4.84 million primarily towards the female legal heir share of claim. The matter is currently pending in the court for further hearing.

(a) Including goods in transit as on 31 March 2023 ''17.10 million (31 March 2022 : ''17.86 million).

(b) Value of inventories above is stated after provisions ''59.89 million (31 March 2021 : ''56.22 million) for write-downs to net realisable value and provision for slow-moving and obsolete items.

(i) The Company''s exposure to credit and currency risk and loss allowances related to trade receivables has been disclosed in Note 34.

(ii) Trade receivables include due from companies in which any director of the Company is a director or member [Refer note 36]

(b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having par value of ''10 each. All equity shares carry similar voting rights of 1:1 and similar dividend rights. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) During the year ended 31 March 2022, the Company had completed its Initial Public Offering (IPO) of 14,760,146 equity shares of face value of ''10 each at a price of ''542 per equity shares, consisting entire equity shares as an "offer for sale" by the Selling Shareholders. The Company had listed its equity shares on BSE and NSE on 15 November 2021. Out of which, Evergraph Holding Pte. Limited has sold 13,099,630 equity shares and reduced its shareholding to 34.83% from 77.86%. Accordingly, Evergraph Holdings Pte. Limited is no longer a holding company.

(e) The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31 March 2023.

During the year ended 31 March 2023, the Company has not declared or paid any dividend. During the year 31 March 2022, the Board of Directors of the Company at their meeting held on 9 April 2021 and 24 September 2021 respectively have declared and paid an interim dividend of ''1.65 per equity share and ''2.00 per equity share respectively (face value of ''10.00 each) aggregating to ''111.10 million.

(a) The Company has availed bill discounting facility (with recourse) from State Bank of India which carries interest in the range of 6.48% to 10.11% per annum (31 March 2022: 5.95% to 6.75% per annum) and is payable within 45 days from the date of discounting of bills.

(b) The Company has availed woking capital demand loan from Citi Bank which carries interest of 1 month treasury bill 175 basis points per annum (31 March 2022: Nil).

(c) Information about the Company''s exposure to interest rate, foreign currency and liquidity risks is included in Note 34

33. Financial instruments - fair values and risk management Accounting classification and fair value

The following table shows the carrying amount and fair value of financial assets and financial liabilities including their level of fair value hierarchy:

Fair value hierarchy

The section explains the judgement and estimates made in determining the fair values of the financial instruments that are:

a) recognised and measured at fair value

b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the Indian Accounting Standard.

Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. This includes investment in mutual funds. The fair values of investments in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Fair valuation method

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. The following methods and assumptions were used to estimate the fair values. Investments in mutual funds carried at fair value are generally based on the Net Asset Value (NAV) as per the fund statement at the reporting date.

Financial assets:

The Company has not disclosed the fair values for loans, trade receivables, cash and cash equivalents including other bank balances and other financial assets because their carrying amounts are a reasonable approximation of their fair value.

Current investments: Fair value of unquoted mutual funds units are based on the Net Asset Value (NAV) as at the reporting date.

Financial liabilities:

Borrowing: It includes cash credit , working capital loans and bill discounting facilities (current borrowings). Current borrowings are classified and subsequently measured in the standalone financial statements at amortised cost. Considering that the interest rate on short term borrowings is reset on a periodic basis, the carrying amount of the current borrowings would be a reasonable approximation of its fair value.

Trade payables and other financial liabilities: Fair values of trade payables and other financials liabilities are measured at balance sheet date value, as most of them are satisfied within a short period and so their fair values are assumed almost equal to balance sheet date values.

34. Financial Risk Management

The Company''s activities expose to a variety of financial risks: credit risk, liquidity risk and market risk.

Risk management

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and responsibilities.

The Company''s Audit Committee overseas how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequecy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assissted in its oversite role by the internal auditor.

(i) 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 receivables from customers and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The carrying amount of financial asset represents the maximum credit exposure.

Trade and other receivables

The maximum exposure to credit risk at the reporting date is primarily from trade receivables. However, the management also considers the factors that may influence the credit risk of its customer base. Customers of the Company are spread across diverse industries and geographical areas. The Company limits its exposure to credit risk from trade receivables by establishing a maximum credit period and takes appropriate measures to mitigate the risk of financial loss from defaults. Recurring credit evaluation of credit worthiness is performed based on the financial condition of respective customer.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligation as they become due. 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. Management monitors rolling forecast of the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally carried out by the management in accordance with practice and limits set by the Company.

In addition, the Company''s liquidity management policy involves projecting 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.

Financing arrangement:

The Company maintains the following line of credit:

(i) The Company has availed bill discounting facility (with recourse) from banks which carries interest in the range of 6.48% p.a. to 10.11% p.a. (31 March 2022: 5.95% p.a. to 6.75% p.a.) and is payable within 45 days from the date of discounting of bills.

The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2023 and 31 March 2022. The amounts are gross and undiscounted contractual cash flow includes contractual interest payment and excludes netting arrangements:

(iii) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk as discussed below:

A) Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the respective functional currency of the Company. The functional currency of the Company is primarily INR. The currencies in which these transactions are primarily denominated are USD, EUR, JPY etc.

Management monitors the movement in foreign currency and the Company''s exposure in each of the foreign currency. Based on the analysis and study of movement in foreign currency, the Company decides to exchange its foreign currency.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the USD, EURO and JPY against INR at 31 March 2023 and 31 March 2022 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

35. Capital management

The Company''s policy is to maintain stable and strong capital base structure with a focus on total equity so as to maintain investor, creditor and market confidence and to sustain future development and growth of the business. The Company monitor''s the return on capital as well as the level of dividends on its equity shares. The Company''s objective when managing capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability to continue as a going concern.

The Company monitors capital using a ratio of ''adjusted net debt'' to equity''. For the purpose of Company''s capital management, adjusted net debt is defined as short-term borrowings less cash and cash equivalent, bank balance other than cash and cash equivalents and current investments and total equity includes issued capital and all other equity reserves.

*The management of the Company, vide its board resolution dated 30 June 2021, passed a resolution to list the Company through "offer for sale of securities by certain shareholders". In accordance with this plan, the Company had filed its Draft Red Herring Prospectus (DRHP) on 28 July 2021. Subsequently, the Company got listed on NSE and BSE on 15 November 2021.

As per the arrangement with the Selling Shareholders, the expense related to "offer for sale" is agreed to be borne by the respective Shareholders in their selling shares ratio. Accordingly, the entire expenses incurred was recorded as a receivable (no charge to the statement of profit and loss).

38. Commitments and Contingent Liabilities ('' in million)
Particulars	As at 31 March 2023	As at 31 March 2022
i) Capital Commitments
Estimated amounts of contracts remaining to executed on capital account and not provided for	1.48	7.18
ii) Contingent liabilities
Guarantee deposits with banks	0.10	0.10
Claim towards freehold land [refer Note (a) below]	20.40	20.40
iii) Other claims against the Company not acknowledged as debts
Income tax matters [refer Notes (b) below]	17.11	-

(a) The Company had purchased a freehold land of 37 guntas consisting of Schedule A (19 guntas) and Schedule B (17 guntas) in the year 2001. On transition to Ind AS, the Company has elected to fair value the freehold land as deemed cost at ''278.10 million. The Company is in legal dispute with one of the female legal heir of the erstwhile owner of the freehold land for separate possession of 1/7 share of Schedule A of the freehold land. The above amount of ''20.40 million has been arrived at basis 1/7 share of fair value of Schedule A of the freehold land, as the Company is contesting this claim in the court of law. Outflows and other consequential payments, if any, arising out of this claim would depend on the outcome of this dispute with the legal heir.

(b) The Company has recieved a demand notice for the assessment year 2020-21 for additional tax of ''17.11 million from the Income tax department for the disallownace of non compete fees paid to the commission agents as per termination agreement which is considered as capital expenditure .The Company has filed an appeal against this order and the appeal is pending with the commissioner appeals.

39. Employee Share based payment plan

a) Description of share-based payment plan

The ''SJS Enterprises - Employee Stock Option Plan 2021'' (''SJS ESOP -2021'') plan was approved by the shareholders at the extraordinary general meeting held on 14 July 2021 and subsequently by Nomination and remuneration committee vide their meeting held on 19 July 2021. The Plan entitles the employees with a right but not an obligation to purchase or subscribe at a future date the shares underlying the option at a pre-determined price, subject to compliance with vesting conditions; all exercised options shall be settled as provided under the SJS ESOP-2021 plan. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price as mentioned in the ESOP Offer letter.

The equity shares covered under these options vest at various dates over a period ranging from three to five years from the date of grant based on the length of service completed by the employee from the date of grant.

The exercise period is six months from the respective date of vesting or within thirty days from the resignation of employee whichever is earlier.

(i) The options outstanding as at 31 March 2023 have an exercise price of ''263.86 and 324.14 each. (31 March 2022: ''263.86 each).

(ii) The weighted average remaining contractual life is of 2.39 years (31 March 2022: 3.28 years).

(iii) *The options granted during the year include 51,500 options (31 March 2022 : Nil) granted to the employees of Exotech Plastics Private Limited (subsidiary).

(iv) **The options forfieted during the year include 12,000 options (31 March 2022 : Nil) forfieted towards the employees of Exotech Plastics Private Limited (subsidiary).

The Company operates the following post-employment defined benefit plan (a) Defined benefit plans (funded):

The Company operates post-employment defined benefit plan that provide gratuity, governed by the Payment of Gratuity Act,1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn salary per month computed proportionately for 15 days salary multiplied for the number of years of service or part thereof in excess of six months. The gratuity plan is a funded plan. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.

These defined benefit plans expose the Company to actuarial risks., such as longevity risk. currency risk, interest rate risk and market (investment) risk.

A. Funding

Company''s gratuity scheme for employees is administered through a trust with the SBI Life Insurance Company Limited. The funding requirements are based on the gratuity fund''s actuarial measurement framework set out in the funding policies of the plan. The funding is based on a separate actuarial valuation for funding purposes for which the assumptions may differ from the assumptions set out in (E). Employees do not contribute to the plan.

B. Reconciliation of net defined benefit liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined assets / liability and its components

Notes:

(i) The discount rate is based on the prevailing market yield on Governmental Securities as at the balance sheet date for the estimate defined obligations.

(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risk of asset management. historical results of the return on plan assets and the Company''s policy for plan asset management.

(iii) The estimate of future salary increases considered in actuarial valuation takes in to account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

(b) Defined contribution plan:

The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised ''12.93 million (31 March 2022 : ''12.89 million) towards defined contribution plans.

41. Segment information

The Company is engaged in the business of manufacturing of decorative aesthetic products primarily for automotive and consumer appliance industry such as automotive dials, overlays, badges and logos. The Board of Directors being the Chief Operating Decision Maker (CODM) evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by industry classes. All operating segments operating results are reviewed regularly by CODM to make decisions about resources to be allocated to the segments and assess their performance. CODM believes that these are governed by same set of risks and returns hence, CODM reviews them as one component. Further, the economic environment in which the Company operates is significantly similar and not subject to materially different risk and rewards. The revenues, total expenses and net profit as per the Statement of profit and loss represents the revenue, total expenses and net profit of the sole reportable segment.

A Geographical information

The geographical information analyses the Company''s revenue from external customers and non - current assets of its single reportable segment by the Company''s country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of the customer and segment assets which have been based on the geographical location of the assets.

42. Business combinations

The Company had entered into a Settlement and Termination agreement (''Agreement'') dated 18 April 2018, and acquired the business of Delta Ram Enterprises, Sirisha Enterprises and SM Enterprises (''Selling parties'') effective 1 May 2018 (''Acquisition date''). The Selling parties were earlier acting as sole selling agents of the Company and were providing end-to-end customer relationship and marketing services to the Company. The acquisition was made to gain the synergies of the business and the customers developed by the Selling parties and hence the management concluded this transaction to be a business combination as per Ind AS 103. Pursuant to this Agreement, the Company has acquired the business of the Selling parties for a total cash consideration of ''100.00 million to be paid over a period of 2 years in 24 equal instalments effective 01 October 2018.

Impairment testing of Goodwill generated from business combination

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the CGU, which benefit from the synergies of the acquisition.The Company internally reviews the goodwill for impairment at the operating segment level, after allocation of the goodwill to CGU''s.

A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Acquired business of Delta Ram Enterprises, Sirisha Enterprises and SM Enterprises has been merged with the Company and the management considered these acquired business with the Company as single cash-generating unit.

45. 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.

46. Other statutory information :

i) The Company does not have any Benami property or any proceeding is pending against the Company for holding any Benami property.

ii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.

iii) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

iv) The Company is not classified as wilful defaulter.

v) The Company doesn''t have any 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.

vi) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956

vii) The Company does not have any investment property during the financial year.

viii) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act,2013), during the financial year which are repayable on demand or without specifying any terms or period of repayment.

47. Events after reporting period

Subsequent to the year end, the Company has entered into a share purchase agreement to acquire 90.1% stake in Walter Pack Automotive Products India ("WPAPI") for a consideration of 2,393 million. The acquired Company is in the business of design and development of high value-added functional decorative parts in the Indian market. The Company will account for this business combination in accordance with INDAS 103 in its standalone financial statement for the year ended 31 March 2024.

There have been no material events since the end of the reporting period which would require disclosure or adjustment to the standalone financial statements for the year ended 31 March 2023 other than stated above.