Note 9A.2 Terms / Rights attached to shares a. Equity Shares

The Company has only one class of equity shares having a par value of ' 2 per share. Each holder of Equity Shares is entitled to one vote per share.

The Company declares and pays dividend in Indian Rupees.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.

The distribution will be in proportion to the number of equity shares held by the shareholders.

*(1) PNB ' 2,885 Lakhs (1,772 Lakh) Secured By First Charge by way of Hypothecation on entire current assets, present & future including entire stocks of raw materials, stock in process, finished goods, stock-in-transit to be held on pari-passu basis with other Banks, domestic Book Debts , Loans and advances or any other security required for the purpose of execution of export orders received, lying in the company’s godowns, warehouses or shipping agents’ custody waiting dispatch / shipment / and / or in transit etc. The facilities are collaterally secured by the Equitable Mortgagae of Company’s Properties of Unit 1 & Tannery at Magarwara Unnao, UP & Unit 6 at Plot No.1A Sector Ecotech 1, Greater Noida, UP.

(2) HDFC Loan ' 1,300 Lakh (NIL) secured by way of pari-passu charge on stock and book-debts of the Company with other Banks. The second pari-passu charge on all movable fixed assets (present and future) of the Company along with PNB and exclusive PDC.

(3) DBS Bank Loan ' NIL secured by way of pari-passu charge on stock and book-debts of the Company with other banks.

(4) Auto Loan ' 45 Lakh (? 164 Lakh) secured by way of hypothecation of the vehicle purchased against this loan.

3. The discount rate indicated above reflects the estimated timing and currency of benefit payments. It is based on the yields / rates available on applicable bonds as on the current valuation date.

4. The salary growth rate indicated above is the Company’s best estimate of an increase in salary of the employees in future years, determined considering the general trend in inflation, seniority, promotions, past experience and other relevant factors such as demand and supply in employment market, etc.

5. Attrition rate indicated above represents the Company’s best estimate of employee turnover in future (other than on account of retirement, death or disablement) determined considering various factors such as nature of business, retention policy, industry factors, past experience, etc.

Sensitivity Analysis

Significant actuarial assumptions for the determination of the define benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determind based on reasonably possible changes of the assumptions occuring at the end of the reporting period, while holding all other assumptions constant. The result of sensitivity analysis is given below :

(i) Change in Reportable Segments Nature and Rationale of the Change:

Effective from the financial year ended March 31, 2025, the Company has revised its segment reporting structure in accordance with the requirements of Ind AS 108 - Operating Segments.

Until the previous reporting period, the Company’s reportable segments were based on geographical markets, namely:

• Export Segment, and

• Domestic Segment, which reflected the primary basis of management’s review of performance and allocation of resources.

I n view of the evolving internal management structure and the manner in which financial information is now being reported to the Chief Operating Decision Maker (CODM), the Company has realigned its internal reporting framework. The CODM now reviews the business on the basis of business verticals, namely:

• Footwear Division, which includes manufacturing, marketing and sale of footwear products across market, and

• Tannery Division, which includes processing and sale of finished leather and related products.

This change better reflects the Company’s core operational focus, strategic decision-making, and the internal performance evaluation mechanism.

The adoption of the new segment structure provides more relevant, reliable, and decision-useful information to stakeholders and aligns with the Company’s business model transformation and resource allocation priorities.

Accordingly, segment information is now presented based on the above revised classification. Where practicable, comparative figures for the previous period have been restated to ensure consistency with the current year’s presentation. Where restatement is not practicable, appropriate disclosures have been made.

(ii) Segmental Revenue, Results, include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

The aggregate depreciation expense on ROU assets amounting to ' 38 Lakh is included under depreciation and amortization expense in the Statement of Profit and Loss.

During the year ended 31 March 2025, the Company reassessed certain lease arrangements due to mutation of property due to its amalgamation with T N S Hotels And Resorts Private Limited. As a result, the carrying amount of ROU assets was remeasured in accordance with Ind AS 116. The impact of the remeasurement resulted in:

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

NOTE 39 Amalgamation of T N S Hotels And Resorts Private Limited (Subsidiary) with Mirza International Limited (Holding Company)

Pursuant to the order dated January 24, 2025 passed by the Hon’ble National Company Law Tribunal (NCLT), Allahabad Bench, the Scheme of Amalgamation of T N S Hotels And Resorts Private Limited (the Subsidiary) with Mirza International Limited (the Holding Company) has been duly approved. The Scheme became effective upon filing with the Registrar of Companies, with the Appointed Date being 1st April 2023.

1) Nature of the Transaction

The Amalgamation qualifies as a common control business combination in accordance with Appendix C to Ind AS 103 - Business Combinations, and has been accounted for using the pooling of interests method.

2) Accounting Treatment

As per the provisions of the Scheme and Ind AS 103 (Appendix C), the following accounting treatment has been adopted:

• The investment of '1.00 Lakh made by the Holding Company in the equity share capital of the Subsidiary has been eliminated against the share capital of the Subsidiary.

• An unsecured loan of '1,482.82 Lakh outstanding as on 31st March 2024, provided by the Holding Company to the Subsidiary, along with the corresponding liability in the books of the Subsidiary, has been fully eliminated.

• The interest income of '47.01 Lakh recognised by the Holding Company on such loan, and the corresponding capitalisation of interest in Capital Work-in-Progress (CWIP) in the books of the Subsidiary, have been reversed, resulting in an appropriate reduction in CWIP

• All other inter-company balances and transactions between the Holding Company and Subsidiary have been fully eliminated.

• All assets, liabilities, and reserves, including goodwill, of the Subsidiary as on 1st April 2023 have been taken over at their respective book values in the books of the Holding Company.

• The goodwill appearing in the books of the Subsidiary, which arose due to the consideration paid by the Holding Company at the time of acquisition of the Subsidiary, has been retained at its existing carrying value. No new goodwill has been recognised as a result of the Amalgamation.

• As the Subsidiary was wholly owned, no shares were issued and no change occurred in the share capital structure of the Holding Company.

3) Restatement of Comparative Figures

In compliance with Ind AS 103 (Appendix C), the comparative figures for the year ended 31st March 2024 have been

restated as if the Amalgamation had occurred from 1st April 2023.

4) Strategic Rationale for the Amalgamation

The Amalgamation was undertaken to:

• Consolidate the business operations and financial resources under a single legal entity;

• Facilitate seamless implementation of the real estate project at Sector 136, Noida;

• Reduce regulatory and administrative compliance requirements;

• Strengthen governance and simplify the overall corporate structure.

NOTE 40 Impairment of Assets

During the financial year ended 31st March 2025, the Company relocated its corporate office from A-7, Mohan Co-operative Industrial Area, Mathura Road, New Delhi to A-71, Sector 136, Noida. As a result of the relocation, all assets at the old premises were assessed for impairment under Ind AS 36 - Impairment of Assets.

The assessment indicated that the recoverable amount of these assets was lower than their carrying amount, as they are no longer in use, have limited resale value and had been physically removed from their respective locations. The Company has assessed that no future economic benefits are expected to be derived from these assets, and accordingly, an impairment loss of ' 30.20 Lakh has been recognised on the following assets:

The recoverable amount was determined based on estimated fair value less costs of disposal, considering the current condition and usability of the assets.

This loss has been recognized in the Statement of Profit and Loss under “Other Expenses.”

No reversal of impairment loss has been recognized during the year.

NOTE 41 Ind AS 107, Financial risk management objective and policies

The Company’s principal financial instruments are as follows:

Financial assets: Investments, Cash and bank balance, Loans, Trade and other receivables,

Financial liabilities: Borrowings, Trade and other payables.

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

The Company’s risk management is carried out by a central treasury department (of the Company) under policies approved by the board of directors. The board of directors provides written principles for overall risk management, as well as policies covering specific areas, such as interest rate risk and credit risk.

(i) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company’s exposure to market risk is primarily on account of foreign currency exchange rate risk.

Foreign currency exchange rate risk Company uses forward exchange contracts to hedge its foreign exchange risk of anticipated sales transactions in the normal course of business, which occur within the next twelve months, for which it has a firm commitment from a customer.

The terms of these contracts are consistent with the timing of the transactions being hedged. The hedges related to forecasted transactions are designated and documented at the inception of the hedge as cash flow hedges.

(ii) Interest rate risk

The Company’s policy is to minimize interest rate cash flow risk exposures on long-term financing. Further Company’s has no major investments in any interest-bearing instrument. Hence, the Company is not significantly exposed to interest rate risk.

(iii) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company’s exposure to credit risk is influenced mainly by cash and cash equivalents and financial assets measured at amortized cost. The Company continuously monitors default of other counter parties and incorporates this information into its credit risk controls.

a) Credit risk management

The Company assesses and manages credit risk of financial assets based on the following categories arrived on the basis of assumptions, inputs and factors specific to the class of financial assets.

A. Low Credit Risk

B. Moderate Credit Risk

C. High Credit Risk

(v) Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements, both immediate and long-term. The finance needs are monitored and managed by the Company’s treasury department, in consultation with the project teams and management. The Company takes support from its secured lenders to finance and support the Company’s operations.

Note 42 Micro, Small and Medium Enterprises as defined under the MSMED Act, 2006

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro, Small and Medium Enterprises. Based on the information and records available with the management, there are no dues outstanding to Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises development Act, 2006, beyond the statutory period of 45 days except below:

Note 43 Capital Management

The Company’s objectives when managing capital are to

- Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- Maintain an optimal capital structure to reduce the cost of capital.

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

The Company manages its capital structure and make adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders.

Financial instruments- Fair value hierarchy

The Company categorizes financial assets and financial liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement which are described as follows:

i) Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

ii) Level 2 - Inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the financial asset or financial liability.

iii) Level 3 - Inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company’s assumptions about pricing by market participants.

Notes:

i) Fair valuation of current financial liabilities is considered as approximate to respective carrying amount due to the short-term maturities of these instruments.

ii) Fair value of non-current financial assets has not been disclosed as these are bank deposits with maturity more than 12 months, and there are no significant differences between their carrying value and fair value.

iii) Trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, other financial assets, trade payables and other financial liabilities have fair values that approximate to their carrying amounts due to their short-term nature.

There are no transfers between Level 1, Level 2 and

Level 3 during the year ended March 31, 2025 and

March 31,2024.

Note 45 Fraud

No fraud is being reported by the company or any fraud on the company has been noticed or reported during the year.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an ordinarily transactions between market participants at the measurement date.

Fair value measurement under Ind AS are categorized as below based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at measurement date.

Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the assets or liability, either directly or indirectly and

Level 3 inputs are unobservable inputs for the valuation of assets/liabilities.

4) USE OF ESTIMATES AND JUDGEMENT:

The preparation of the financial statements requires the Management to make certain estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the period. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Accounting estimates could change from period to period. Actual results may differ from these estimates.

This note provides an overview of the areas that involved a higher degree of judgment or complexity and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in the relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

5) PROPERTY PLANT AND EQUIPMENT

1. Freehold Land is carried at historical cost. All other items of Property, Plant and Equipment of

the Company are valued at cost of acquisition or construction net of recoverable taxes, trade discounts and rebates less accumulated depreciation and impairment loss, if any.

2. The cost of fixed assets includes purchase price, borrowing cost of Capitalization allocated / apportioned direct and indirect expenses incurred in relation to bringing the fixed assets to its working condition for its intended life. The said cost is not reduced by specific Grants/ subsidy received against the assets.

3. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as separate asset is derecognized when replaced. All other repairs and maintenance are charged to Profit or Loss during the reporting period in which they are incurred.

4. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within other gains/ (losses).

5. The useful lives, residual values and method of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively.

6. Capital Work in Progress - All costs attributable to the assets or incurred in relation to the assets under completion are aggregated under Capital work in progress to be allocated to individual assets on completion.

7. Spare parts which meet the definition of Property, plant and equipment are capitalized as Property, plant and equipment. In other cases, the spare parts are categorised as inventory on procurement and charged to Statement of Profit and Loss on consumption.

8. Lease hold land is capitalized with the lease premium paid; direct expenses/interest allocable to it till it is put to use.

6) DEPRECIATION & AMORTIZATION

1) Depreciation on Building, Plant and machinery, Furniture & fixtures, Vehicles and Computers is provided as per the Straight-Line Method (SLM), over the estimated useful lives of assets.

2) Lease hold land are amortized over the useful life remaining from the date, it put to use. The useful life of leasehold land is lease term remaining unexpired. Improvements on leased premised are depreciated over the lease period or useful life of the fixtures, whichever is lower.

3) The Company depreciates its property, plant and equipment (PPE) over the useful life in the manner prescribed in Schedule II to the Act. Management believes that useful life of assets are same as those prescribed in Schedule II to the Act.

4) The residual values are not more than 5% of the original cost of the asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

5) Depreciation on additions / deletions is calculated pro-rata from the month of such addition / deletion, as the case maybe.

6) Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Statement of Profit and Loss.

7) CASH AND CASH EQUIVALENTS

Cash and short-term deposits in the balance sheet

comprise cash at banks and cash in hand and short-

term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

Cash and cash equivalents include bank overdrafts are form an integral part of Company’s cash management.”

8) BORROWING AND BORROWING COST

Borrowings are initially recognized at fair value, net of transaction cost incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognized in profit or loss over the period of the borrowings, using the effective interest method. Fees paid on the established loan facilities are recognized as transaction cost of the loan, to the extent that it is probable that some or all the facility will be drawn down.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of cost of such assets, all other Borrowing cost are charged to the Statement of Profit & Loss. Borrowing costs comprise of interest and other costs incurred in connection with borrowing of funds.

9) LEASES

The Company’s lease assets largely contain leases for buildings/showrooms taken for warehouses and retail stores. At inception of a contract, the Company assesses whether a contract contains a lease. If the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration, then the contract is considered as lease. Following factors are considered to determine whether a contract conveys the right to control the use of an identified asset:

(i) The contract encompasses the use of an identified asset.

(ii) The Company has extensively all of the economic benefits from use of the asset during the period of the lease; and

(iii) The Company is in position to direct the use of the asset.

On the beginning of the lease, except for leases with a term of twelve months or less and low value leases, the Company recognizes a right-of-use asset (“ROU”) and