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A-One Steels India Ltd Management Discussions

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A-One Steels India Ltd Share Price Management Discussions

The following discussion and analysis are intended to convey the managements perspective on our consolidated financial condition and results of operations as of, and for the period ended June 30, 2024 & financial years ended, March 31, 2024, March 31, 2023 and March 31, 2022. The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in this Draft Red Herring Prospectus, including the information contained in "Risk Factors", "Industry Overview", "Our Business" and "Restated Financial Information" on pages 37, 167, 315 and 309, respectively, as well as financial and other information contained in this Draft Red Herring Prospectus as a whole.

Our financial year ends on March 31 of each year, and references to a particular Financial Year or Fiscal are to the 12-month period ended March 31 that year, unless the context indicates otherwise. In this Draft Red Herring

Prospectus, unless specified otherwise, any reference to "the Company" or "our Company" refers to A-One Steels India Limited, on a consolidated basis, and a reference to "we", "us" or "our" for any period prior to

June 30, 2024 refers to our Company and for any period on or after June 30, 2024, is a reference to our Company and our Subsidiary, on a consolidated basis.

Unless otherwise stated or the context otherwise requires, the financial information as of, three months ended June 30, 2024, and for the financial years ended, March 31, 2024, March 31, 2023 and March 31, 2022 included in this section has been derived from the Consolidated Restated Financial Information included in this Draft Red Herring Prospectus on page 309. We have also included various financial and operational performance indicators in this Draft Red Herring Prospectus, some of which have not been derived from the Restated Financial Information. The manner of calculation and presentation of some of the financial and operational performance indicators, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Also see "Risk Factors "51." on page 71. Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. We have not attempted to quantify the impact of the IFRS or U.S. GAAP on the financial information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to IFRS or U.S. GAAP.

Some of the information in this section, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. You should read

"Forward-Looking Statements" and "Risk Factors" on pages 26 and 37, respectively, for a discussion of the risks and uncertainties related to those statements that may affect our business, financial condition or results of operations.

Unless stated otherwise, industry and market data used in this section have been extracted from the CRISIL Report, exclusively prepared, commissioned and paid for by our Company for the purposes of the Offer and issued by CRISIL who was appointed by our Company pursuant to a technical proposal dated July 25, 2024. For further information, see "Risk Factors 54, which was prepared by CRISIL MI&A and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any reliance on information from the CRISIL Report for making an investment decision in the Offer is subject to inherent risks." on page 72. Also see "Certain Conventions, Presentation of Financial, Industry and Market Data" on page 22. The CRISIL Report will be available on the website of our Company at [www.aonesteelgroup.com] from the date of the Draft Red Herring Prospectus until the Bid/Offer Closing Date. Unless otherwise indicated, financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year refers to such information for the relevant calendar year.

OVERVIEW

For details regarding the overview of the Company, see "Our Business Overview" on page 215.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our results of operations and financial condition are affected by a number of important factors including:

NON-GAAP FINANCIAL MEASURES

We use certain supplemental non-generally accepted accounting principles measures ("Non-GAAP Measures") to review and analyze our financial and operating performance from period to period, and to evaluate our business, and for forecasting purposes. Although these Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us because they are widely used measures to evaluate a companys operating and financial performance. Further, our management believes that when taken collectively with financial measures prepared in accordance with Ind AS, these Non-GAAP Measures may be helpful to investors because they provide an additional tool for investors to use in evaluating our ongoing results and trends. Presentation of these Non- GAAP Measures should not be considered in isolation from, or as a substitute for, analysis of our historical financial performance, as reported and presented in our Restated Financial Information set out in this Draft Red Herring Prospectus.

These Non-GAAP Measures are not defined under Ind AS, are not presented in accordance with Ind AS and have limitations as analytical tools which indicate, among other things, that they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments; changes in, or cash requirements for, our working capital needs; and the finance cost, or cash requirements. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements. These Non-GAAP Measures may differ from similar titled information used by other companies, including peer companies, who may calculate such information differently and hence their comparability with those used by us may be limited. Therefore, these Non- GAAP Measures should not be viewed as substitutes for performance or profitability measures under Ind AS or as indicators of our operating performance, cash flows, liquidity or profitability. For further details, see "Risk Factor no. 26 We have experienced negative cash flows from operating, investing and financing activities in the recent past, and we may have negative cash flows in the future" on page 56.

EBITDA, EBITDA Margin and Net Profit Ratio

"EBITDA" is defined as earnings before interest, taxes, depreciation and amortization. "EBITDA Margin" is a profitability ratio we use to calculate the percentage of profit we generate from our revenue from operations; it is defined as our EBITDA during a given period as a percentage of revenue from operations during that period.

"Profit After Tax Margin" is a measure of how much profit after tax is generated as a percentage of revenue from operations, and is calculated by dividing our net profit for the year by revenue from operations during that period and is expressed as a percentage. The table below reconciles our profit for the year to EBITDA, for the periods indicated, and sets out our EBITDA Margin and Profit After Tax Margin, for the periods indicated.

( Lakh, except percentage data)

For the three months period ending June 30, 2024 Fiscal
Particulars 2024 2023 2022
Profit/ (loss) after tax (A) 1,618.25 3,891.37 9,769.68 10,065.02
Add:
Finance cost, net 2,663.81 9,729.84 7,069.70 3,050.35
Income tax expense 830.38 1,926.56 3,713.61 3,402.42
Depreciation and amortization expense 1,270.79 4,321.76 3,273.23 1,903.83
EBITDA (C) 6,383.23 19,869.53 23,826.21 18,421.62
Revenue from Operations (D) 95,460.78 3,83,421.25 3,16,351.92 2,75,683.64
Total Income (E) 96,157.35 3,86,243.86 3,18,427.15 2,76,119.89
EBITDA Margin (C/D) (%) 6.69% 5.18% 7.53% 6.68%
Profit after tax margin (A/D) (%) 1.70% 1.01% 3.09% 3.65%

Free Cash Flow

Free Cash Flow is calculated by subtracting capital expenditure from the cash flow generated from operating activities during a given period (i.e., cash flow generated from operating activities capital expenditure). The table below sets out the calculation of our Free Cash Flow, during the periods indicated below.

( Lakh)

For the three months period ending June 30, 2024 Fiscal
Particulars 2024 2023 2022
Cash flow generated from/ (used in) operating activities -9,655.62 32,539.75 -31,950.24 -5,192.54
Less:
Capital expenditure 7,010.47 16,740.17 17,010.91 9,130.24
Free Cash flow -16,666.09 15,799.58 -48,961.15 -14,322.78

Return on Capital Employed

Return on capital employed ("RoCE") is calculated as EBIT divided by capital employed. EBIT is calculated by adding profit before exceptional items adding Finance Cost. Capital employed is calculated by adding tangible net worth to total debt and deferred tax liability. The table below sets out the reconciliation of our RoCE to our EBIT, for the periods indicated.

( Lakh, except percentage date)

Particulars For the three months period ending June 30, 2024 As of, and for the year ended, March 31
2024 2023 2022
EBIT (A) 5,112.44 15,547.77 20,552.98 16,517.79
Equity Share Capital (B) 6,510.33 1,673.72 1,673.72 1,673.72
Other Equity including NCI (C) 55,864.90 42,817.49 36,424.74 26,636.11
Borrowings (Current Liabilities.) (D) 78,892.85 79,158.43 88,950.93 34,777.45
Borrowings (Non-current Liabilities) (E) 30,985.31 25,094.45 23,653.15 11,221.67
Capital Employed (F=B+C+D+E) 1,72,253.39 1,48,744.09 1,50,702.54 74,308.95
RoCE (A/F) (%) 2.97% 10.45% 13.64% 22.23%

Return on Equity

Return on equity ("RoE") is calculated as restated profit for the year divided by average equity. The table below sets out the reconciliation of our RoE to our profit for the year, for the periods indicated.

( Lakh, except percentage date)

Particulars As of and for the three months period ending June 30, 2024 As of, and for the year ended, March 31
2024 2023 2022
Profit after tax (A) 1,618.25 3,891.37 9,769.68 10,065.02
Closing Equity (B) 62,375.23 44,491.21 38,098.45 28,309.84
Opening Equity (C) 44,491.21 38,098.45 28,309.84 13,725.57
Total Shareholders Equity
1,06,866.44 82,589.66 66,408.29 42,035.41
(D = B+C)
Average equity (E = D/2) 53,433.22 41,294.83 33,204.14 21,017.70
RoE (A/E) (%) 3.03% 9.42% 29.42% 47.89%

Debt to Equity Ratio

We monitor our capital and financial leverage levels using the Debt to Equity ratio. We calculate Debt to Equity ratio by dividing the Debt (i.e., borrowings (current and non-current) excluding unsecured loan from directors) by total equity. The table below sets out the calculation of our Debt to Equity ratio, as of the dates indicated below.

( Lakh, unless otherwise specified)

As of June As of March 31,
Particulars 30, 2024 2024 2023 2022
Debt (A) 1,09,878.16 1,04,252.88 1,12,604.08 45,999.12
Equity (B) 62,375.23 44,491.21 38,098.45 28,309.84
Debt to Equity Ratio (A)/(B) 1.76 2.34 2.96 1.62

Note: The Lease Liability is not considered for total debt as it is a notional entry with corresponding assets under IND-AS.

Interest Coverage Ratio

"Interest Coverage Ratio" measures our ability to make interest payments from available earnings and is calculated as EBIT divided by Finance Cost. The table below sets out the calculation of our Interest Coverage Ratio, for the periods indicated below.

( Lakh, unless otherwise specified)

Particulars For the three months period ending June 30, 2024 Fiscal
2024 2023 2022
EBIT (A) 5,112.44 15,547.77 20,552.98 16,517.79
Finance Cost (B) 2,663.81 9,729.84 7,069.70 3,050.35
Interest Coverage Ratio (A)/(B) 1.92 1.60 2.91 5.42

Current Ratio

"Current Ratio" is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the total current assets by the total current liabilities. The table below sets out details of our Current Ratio, as of the dates indicated below.

( Lakh, unless otherwise specified)

As of March 31,
Particulars As of June 30, 2024 2024 2023 2022
Total current assets 1,52,964.11 1,60,567.74 1,32,511.46 73,326.07
Total current liabilities less Current Maturities in Borrowings (non- current) 1,16,775.85 1,42,540.21 1,10,214.47 55,600.66
Current Ratio 1.31 1.13 1.20 1.32

Trade Receivables Days

"Trade Receivables Days" quantifies our effectiveness in collecting our receivables or money owed by customers and is calculated as trade receivable at the end of the year divided by revenue from operations multiplied by 365 days. The table below sets out our Trade Receivables Days, for the periods indicated below.

( Lakh, unless otherwise specified)

As of and for the three months period ending June 30, 2024 As of, and for the year ended, March 31,
Particulars 2024 2023 2022
Revenue from operations (A) 95,460.78 3,83,421.25 3,16,351.92 2,75,683.64
Trade receivables at the end of the year/ period (B) 47,822.56 48,408.28 32,092.29 22,492.08
Trade Receivables Days (B/A x 365) 182.85 46.08 37.03 29.78

Trade Payables Days

"Trade Payables Days" quantifies our effectiveness in paying our payables or money owed to vendors and is calculated as trade payable at the end of the year divided by revenue from operations multiplied by 365 days. The table below sets out our Trade Payables Days, for the periods indicated.

( Lakh, unless otherwise specified)

Particulars As of and for the three months period ending June 30, 2024 As of and for the year ended, March 31,
2024 2023 2022
Revenue from operations (A) 95,460.78 3,83,421.25 3,16,351.92 2,75,683.64
Trade payables at the end of the year (B) 38,200.12 55,194.30 19,640.49 16,948.78
Trade Payables Days (B/A x 365) 146.06 52.54 22.66 22.44

Inventory Days

"Inventory Days" is the number of days a business is holding its inventory before selling it and is calculated as inventory at the end of the year divided by revenue from operations multiplied by 365 days. The table below sets out our Inventory Days, for the periods indicated below.

( Lakh, unless otherwise specified)

Particulars As of and for the three months period ending June 30, 2024 As of, and for the year ended, March 31,
2024 2023 2022
Revenue from operations (A) 95,460.78 3,83,421.25 3,16,351.92 2,75,683.64
Inventory at the end of the year (B) 61,758.40 56,145.20 54,350.29 29,381.75
Inventory Days (B/A x 365) 236.14 53.45 62.71 38.90

Working Capital Cycle

Working capital cycle describes the number of days it takes for us to convert our working capital into revenue and is calculated by deducting trade payable days from trade receivable days and inventory days. Trade receivables days have been calculated as trade receivables divided by revenue from operations multiplied by 365 days. Trade payables days have been calculated as trade payables divided by revenue from operations multiplied by 365 days. Inventory day have been calculated as Inventory divided by revenue from operations multiplied by 365 days. The table below sets out details of our working capital days, as of the periods indicated below.

( Lakh, unless otherwise specified)

Particulars As of and for the three months period ending June 30, 2024 As of, and for the year ended, March 31,
2024 2023 2022
Revenue from operations (A) 95,460.78 3,83,421.25 3,16,351.92 2,75,683.64
Trade receivables (B) 47,822.56 48,408.28 32,092.29 22,492.08
Trade payables (C) 38,200.12 55,194.30 19,640.49 16,948.78
Inventory (D) 61,758.40 56,145.20 54,350.29 29,381.75
Trade receivable days {(B/A)*365} 182.85 46.08 37.03 29.78
Trade payable days {(C/A)*365} 146.06 52.54 22.66 22.44
Inventory Days {(D/A)*365} 236.14 53.45 62.71 38.90
Working Capital Days 272.93 46.99 77.07 46.24

PRESENTATION OF FINANCIAL INFORMATION

The restated financial information of our Company comprise the restated statement of assets and liabilities as of

June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, the restated statement of profit and loss (including Other Comprehensive Income), the restated statement of changes in equity, the restated statement of cash flows for the period ended June 30, 2024 and years ended March 31, 2024, March 31, 2023 and March 31, 2022, and the statement of material accounting policies, and other explanatory information (collectively, the " Restated Financial Information").

The Restated Financial Information have been compiled from the audited Ind AS financial statements of the Company as of and for the period ended June 30, 2024 and financial years ended March 31, 2024, March 31, 2023 and March 31, 2022 and the audited special purpose Ind AS financial statements of the Company as of and for the financial years ended [?] and [?] each prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India.

MATERIAL ACCOUNTING POLICIES

1. Material Accounting Policies

(i) Statement of compliance with Indian Accounting Standards:

These Ind AS financial information ("the Financial information") have been prepared in accordance with the Indian Accounting Standards (‘Ind AS) as notified by Ministry of Corporate Affairs (‘MCA) under Section 133 of the Companies Act, 2013 (‘Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Act.

The financial information for the period ended June 30, 2024, March 31, 2024, March 31, 2023, March 31, 2022 were authorised and approved for issue by the Board of Directors on December 23, 2024.

The significant accounting policies adopted for preparation and presentation of these financial information are included in Note 2. These policies have been applied consistently by the Group for all the periods presented in this financial information.

(ii) Basis of preparation

The financial information has been prepared under the historical cost convention with the exception of certain assets and liabilities that are required to be carried at fair value by Ind AS.

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

The Board of Directors of the Group has approved a scheme of arrangement of amalgamation of A-One Steels India Private limited and Aaryan Hitech Steels India Private Limited ("Amalgamating Companies") with A-One Steel and Alloys Private Limited ("Amalgamated Company") in its meeting held on May 27, 2021. The scheme has been filed with the Honourable National Company Law Tribunal ("NCLT"). The scheme is effective from April 1, 2021 upon approval from NCLT order dated November 22, 2023. The appointed date as proposed by the Group is April 1, 2021.

As fully described in Note no. 58, during the period ended on scheme sanctioned by NCLT, the previously published Financial information of the Group has been restated for the accounting of merger as the entities under common control.

(iii) Current and non-current classification

All assets and liabilities have been classified and presented as current or non-current in accordance with the Groups normal operating cycle which is based on the nature of business and the time elapsed between deployment of resources and the realisation of cash and cash equivalents. The Group has considered an operating cycle of 12 months.

(iv) Functional and presentation currency

These financial information are presented in Indian Rupees ( ), which is also the Groups functional currency. All amounts have been rounded-off to the nearest lacs, unless otherwise indicated.

(v) Basis of measurement

The financial information have been prepared on the historical cost basis except for the following items:

Items Basis of measurement
Certain financial assets and liabilities Fair value
Net defined benefit liability/asset Present value of defined benefit obligation less fair value of plan asset

(vi) Use of estimates and judgements

The preparation of the Groups financial information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the related disclosures. Actual results may differ from these estimates.

Significant management judgements:

Recognition of deferred tax assets The extent to which deferred tax assets can be recognised is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilised.

Business model assessment The Group determines the business model at a level that reflects how groups of financial assets are managed together to achieve a business objective. This assessment includes judgement reflecting all relevant evidence including how the performance of the assets is evaluated and their performance measured, the risks that affect the performance of the assets and how these are managed and how the managers of the assets are compensated. The Group monitors financial assets measured at amortised cost that are derecognised prior to their maturity to understand the reason for their disposal and whether the reasons are consistent with the objective of the business for which the asset was held. Monitoring is part of the Groups continuous assessment of whether the business model for which the remaining financial assets are held continues to be appropriate and if it is not appropriate whether there has been a change in business model and accordingly prospective change to the classification of those assets are made.

Evaluation of indicators for impairment of assets The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

Classification of leases Ind AS 116 requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to the Groups operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Group has concluded that no changes are required to lease period relating to the existing lease contract.

Expected credit loss (ECL) The measurement of expected credit loss allowance for financial assets measured at amortised cost requires use of complex models and significant assumptions about future economic conditions and credit behaviour (e.g., likelihood of customers defaulting and resulting losses). The Group makes significant judgements regarding the following while assessing expected credit loss:

Determining criteria for significant increase in credit risk

Establishing the number and relative weightings of forward-looking scenarios for each type of product/market and the associated ECL

Establishing groups of similar financial assets for the purposes of measuring ECL.

Provisions and Contingent Liabilities At each Balance Sheet date, based on the management judgment, changes in facts and legal aspects, the Group assesses the requirement of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different from this judgement.

Significant estimates:

Useful lives of depreciable/amortisable assets Management reviews its estimate of useful lives, residual values, and method of depreciation of depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of assets.

Defined benefit obligation (DBO) Managements estimate of the DBO is based on several underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

Fair value measurements Management applies valuation techniques to determine the fair value of financial instruments (where active market quotes are not available). This involves developing estimates and assumptions consistent with how market participants would price the instrument.

Retirement benefit obligations - The Groups retirement benefit obligations are subject to a number of assumptions including discount rates, inflation, salary growth and mortality rate. Significant assumptions are required when setting these criteria and a change in these assumptions would have a significant impact on the amount recorded in the Groups balance sheet and the statement of profit and loss. The Group sets these assumptions based on previous experience and third-party actuarial advice. The assumptions are reviewed annually and adjusted following actuarial and experience changes.

B. Basis of Consolidation

The consolidated financial information comprise the financial information of the Holding Company, its subsidiaries, joint ventures (if any) and associates (if any). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

a) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);

b) Exposure, or rights, to variable returns from its involvement with the investee, and

c) The ability to use its power over the investee to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or the similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

a) The contractual arrangement with the other vote holders of the investee; b) The rights arising from other contractual arrangements; c) The Groups voting rights and potentials voting rights; and d) The size of the Groups holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of the subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial information from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial information are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

The following consolidation procedures are adopted:

Subsidiary:

a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the consolidated financial information at the acquisition date;

b) Offset (eliminate) the carrying amount of the parents investment in each subsidiary and parents portion of equity of the each subsidiary. Business combinations policy explains how to account for any related goodwill; and

c) Eliminate in full intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Ind AS 12 ‘Income taxes applies to temporary differences that arise from the elimination of the profits and losses resulting from intragroup transactions.

Profit or loss and each component of Other Comprehensive income ("OCI") are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

Derecognises the assets (Including goodwill) and liabilities of the subsidiary;

Derecognises the carrying amount of any non-controlling interests;

Derecognises the cumulative translation differences recorded in equity;

Recognises the fair value of the consideration received;

Recognises the fair value of any investment retained;

Recognises any surplus or deficit in Consolidated Statement of Profit and Loss;

Reclassifies the parents share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities

CHANGES IN ACCOUNTING POLICIES

Except as disclosed above, there have been no changes in our accounting policies during three months ended June 30, 2024, Fiscal 2024, 2023 and 2022.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Income

Our income comprises [revenue from operations and other income].

Revenue from operations

The revenue from our operations comprises [sale of products and other operating revenues].

Other income

Our other income comprises [rental income, interest income, profit on sale of property, plant and equipment, profit on commodity hedging commission income foreign exchange fluctuation gain and miscellaneous income].

Expenses

Our expenses primarily comprises [cost of materials consumed, changes in inventories of finished goods, by products and work-in-progress, employee benefit expense finance costs, depreciation and amortisation expense and other expenses].

Cost of materials consumed

Cost of materials consumed consists of [Changes in Raw material, Freight, transportation and loading charges, Liquidated Damages, Import expenses and high sea purchase expenses, Royalty expenses, Handling charges, Compensation cess, Custom duty].

Changes in inventories of finished goods, by products and work-in-progress

Changes in inventories of finished goods, by products and work-in-progress consumed consists of opening and closing stock of finished good and by products.

Employee benefits expenses

Employee benefits expenses includes : Salary, wages, bonus and allowances, Employers contribution to provident and other funds, Gratuity, Staff and labour welfare.

Finance costs

Finance costs includes Interest Expense on borrowings, on lease liabilities, on late payment of statutory dues, on fair valuation of Agents, on fair valuation of Royalty, on late payment to suppliers, on fair valuation of Preference Shares, on amortized loan processing fees, on fair valuation of Security Deposits, on fair valuation of Sales Tax Deferment Loan, Other borrowing costs.

Depreciation and amortization expense

Depreciation and amortization expense includes [Depreciation on Property, plant & equipment, Amortization of intangible assets, Depreciation on Right of use of asset.

Other expenses

Other expenses includes Power and fuel, Outside labour charges, Packing, freight, forwarding and handling charges (outward), Security charges, Commission expenses, Royalty expenses, Rent and hire charges, Insurance, Travelling and conveyance, Advertisement and business promotion expenses, Legal and professional expenses, Remuneration to auditors, Charity and donations, CSR expenses, Repair & maintenance, Impairment of trade receivables, Foreign exchange fluctuation loss, Loss on Commodity Hedging, Sundry balances written off/ Bad debts, Rate & Duties, Miscellaneous expenses.

Tax Expenses

Our tax expenses comprise Current tax, Income tax for earlier years, Deferred tax charge/(benefit).

OUR RESULTS OF OPERATIONS

The table below sets forth, for the periods indicated, certain items from our restated statement of profit and loss, in each case also stated as a percentage of our total income.

( Lakh, except % data)

Particulars As of and for the three months period ending June 30, 2024 Fiscal 2024 Fiscal 2023 Fiscal 2022
Amount % of Total Income Amount % of Total Income Amount % of Total Income
I. INCOME
Revenue from operations 95,460.78 3,83,421.25 99.27% 3,16,351.92 99.35% 2,75,683.64 99.84%
Other income 696.57 2,822.61 0.73% 2,075.23 0.65% 436.25 0.16%
Total income (I) 96,157.35 3,86,243.86 100.00% 3,18,427.15 100.00% 2,76,119.89 100.00%
II. EXPENSES
Cost of materials consumed 82,016.61 3,39,451.31 87.89% 2,79,901.27 87.90% 2,40,283.06 87.02%
Changes in inventories of finished goods, by products and work-in-progress -2,282.36 -9,228.94 -2.39% -9,985.59 -3.14% -4,838.48 -1.75%
Employee benefits expense 1,105.24 4,082.17 1.06% 3,131.89 0.98% 2,351.46 0.85%
Finance costs 2,663.81 9,729.84 2.52% 7,069.70 2.22% 3,050.35 1.10%
Depreciation and amortization expense 1,270.79 4,321.76 1.12% 3,273.23 1.03% 1,903.83 0.69%
Other expenses 8,490.94 32,069.79 8.30% 21,553.38 6.77% 19,902.22 7.21%
Total expenses (II) 93,265.03 3,80,425.93 98.49% 3,04,943.88 95.77% 2,62,652.44 95.12%
III. Profit before tax and exceptional items (I- II) 2,892.32 5,817.93 1.51% 13,483.27 4.23% 13,467.45 4.88%
Less: Exceptional items 443.69 0.00% 0.00% 0.00%
IV. Profit before tax (II-III) 2,448.63 5,817.93 1.51% 13,483.27 4.23% 13,467.45 4.88%
V. Tax expense
Current tax 1,054.75 1,674.84 0.43% 3,624.13 1.14% 3,602.96 1.30%
Income tax for earlier years - - 0.00% - 0.00% 16.74 0.01%
Deferred tax charge/(benefit) -224.37 251.72 0.07% 89.48 0.03% -217.28 -0.08%
Total tax expenses 830.38 1,926.56 0.50% 3,713.61 1.17% 3,402.42 1.23%
VI. Profit for the year (IV - V) 1,618.25 3,891.37 1.01% 9,769.66 3.07% 10,065.03 3.65%
Other comprehensive income/(loss)
(A) Items that will be reclassified to profit or loss:
Exchange differences on translating the 0.88 7.42 0.00% 0.73 0.00% - 0.00%
Financial Information of a foreign operation
Total 0.88 7.42 0.00% 0.73 0.00% - 0.00%
(B) Items that will not be reclassified to profit or loss:
Remeasurement gain/(losses) on the defined benefit plan 16.49 -7.93 0.00% 24.35 0.01% 67.87 0.02%
Income tax relating to above item -4.15 2.00 0.00% -6.13 0.00% -13.72 0.00%
Total 12.34 -5.93 0.00% 18.22 0.01% 54.15 0.02%
VII. Total other comprehensive income for the year (net of tax) 13.22 1.49 0.00% 18.95 0.01% 54.15 0.02%
Total comprehensive income for the year (net of tax) (VI + VII) 1,631.47 3,892.86 1.01% 9,788.61 3.07% 10,119.18 3.66%

Top 3 Product-wise revenue of the Company:

( Lakh, except % data) and (Qty in MTPA)

For the three months ended June 30, 2024

Fiscal 2024

Fiscal 2023

Fiscal 2022

Product

Revenue

% of revenue from operations

Revenue

% of revenue from operations

Revenue

% of revenue from operations

Revenue

% of revenue from operations

Pipes & Tubes

20,778.22

21.77%

72,545.68

18.92%

52,328.71

16.54%

54,526.54

19.83%

TMT Bar

30,662.86

32.12%

1,11,864.59

29.18%

95,857.81

30.30%

74,081.61

26.94%

Sponge Iron

12,375.13

12.96%

48,839.22

12.74%

45,013.78

14.23%

50,991.26

18.54%

FOR THREE MONTHS PERIOD ENDED JUNE 30, 2024

Income

Our total income decreased by 0.42% in three months period ending June 30, 2024, is primarily due to subdued pricing.

Revenue from operations

Our revenue from operations decreased by 0.41% in three months period ending June 30, 2024, is primarily due to subdued pricing.

Other income

Our other income decreased by 1.29% in three months period ending June 30, 2024, is primarily due to nil income from Profit on Commodity Hedging.

Expenses

Our expenses decreased by 1.94% in three months period ending June 30, 2024, is due to decrease in import expenses and Royalty expenses.

Cost of materials consumed

Our cost of materials consumed decreased by 3.35% in three months period ending June 30, 2024, is due to less purchases, decrease in import expenses and Royalty expenses.

Change in inventories of finished goods, by products and work-in-progress

Changes in inventories of finished goods, by products and work-in-progress decreased by 1.08 % in three months period ending June 30, 2024, is due to increase in holding period of finished goods.

Employee benefits expenses

Our employee benefits expenses increased by 8.3% in three months period ending June 30, 2024, is due to increase in compensation.

Finance costs

Our finance costs increased by 9.51% in three months period ending June 30, 2024, is due primarily due to increase in fair valuation of Unsecured Loans and fair valuation of Sales Tax Deferment Loan.

Depreciation and amortization expense

Our depreciation and amortization expenses increased by 17.62% in three months period ending June 30, 2024, is due to increase in Property plant and equipment

Other expenses

Our other expenses increased by 5.91% in three months period ending June 30, 2024, is due to increase in Export expenses, Power and Fuel expenses, Professional Charges.

FISCAL 2024 COMPARED TO FISCAL 2023

Income

Our total income increased by 21.30% to Rs. 3,86,243.86 lakhs in Fiscal 2024 from Rs. 3,18,427.15 lakhs in Fiscal 2023 primarily due to increase in production.

Revenue from operations

Our revenue from operations increased by 21.20% to Rs. 3,83,421.25 lakhs in Fiscal 2024 from Rs. 3,16,351.92 lakhs in Fiscal 2023 primarily due to increase in quantity by 63% despite of average portfolio price reduced by 25%.

Other income

Our other income increased by 36.01% to Rs. 2,822.61 lakhs in Fiscal 2024 from Rs. 2,075.23 lakhs in Fiscal 2023 primarily due to increase in interest on fixed deposits, increase in deferred fair value gain of unsecured loans, Increase in deferred fair value gain of VAT Loan, Profit on Commodity Hedging and Commission Income

Expenses

Our expenses increased by 24.75% to Rs. 3,80,425.93 lakhs in Fiscal 2024 from Rs. 3,04,943.88 lakhs in Fiscal 2023 primarily due to increase in Power and fuel expenses, packing freight and forwarding expenses, Export expenses, Finance cost and Import expenses.

Cost of materials consumed

Our cost of materials consumed increased by 21.28% to Rs. 3,39,451.31 lakhs in Fiscal 2024 from Rs. 2,79,901.27 lakhs in Fiscal 2023 primarily due to increase in production by 28%.

Change in inventories of finished goods, by products and work-in-progress

Changes in inventories of finished goods and work-in-progress increased by 7.58% to Rs. -9,228.94 lakhs in Fiscal 2024 from Rs. -9,985.59 lakhs in Fiscal 2023 primarily due to requirement for increased production, however our inventory days has reduced from 63 days to 54 days.

Employee benefits expense

Our employee benefits expense increased by 30.34% to Rs. 4,082.17 lakhs in Fiscal 2024 from Rs. 3,131.89 lakhs in Fiscal 2023 primarily due to increase in production, Head count and compensation.

Finance costs

Our finance costs increased by 37.63% to Rs. 9,729.84 lakhs in Fiscal 2024 from Rs. 7,069.70 lakhs in Fiscal 2023 primarily due to increase in leverage and working capital requirement to compliment the enhanced production capacity

Depreciation and amortization expense

Our depreciation and amortization expenses increased by 32.03% to Rs. 4,321.76 lakhs in Fiscal 2024 from Rs. 3,273.23 lakhs in Fiscal 2023 primarily due to increase in Property plant and equipment.

Other expenses

Our other expenses increased by 48.79% to Rs. 32,069.79 lakhs in Fiscal 2024 from Rs. 21,553.38 lakhs in Fiscal 2023 primarily due to increase in Power and fuel expenses, packing freight and forwarding expenses, Export expenses, Rent expenses and Advertisement expenses.

Profit before tax for the year

As a result of the factors discussed above, our profit before tax for the year decreased by 56.85% to Rs. 5,817.93 lakhs in Fiscal 2024 from Rs. 13,483.27 lakhs in Fiscal 2023 primarily due to the year has been marked by stagnant sales and lower EBITDA, mainly due to subdued prices despite high raw material costs. Additionally, trading has further stressed the operating profit.

Tax expenses

Our tax expenses decreased by 48.12% to Rs. 1,926.56 lakhs in Fiscal 2024 from Rs. 3,713.60 lakhs in Fiscal 2023 primarily due to decrease in Profit before tax for the year.

Profit after tax for the year

As a result of the factors discussed above, our profit after tax for the year decreased by 60.17% to Rs. 3,891.37 lakhs in Fiscal 2024 from Rs. 9,769.66 lakhs in Fiscal 2023 primarily due to decrease in profit before tax.

FISCAL 2023 COMPARED TO FISCAL 2022

Income

Our total income increased by 15.32% to Rs. 3,18,427.15 lakhs in Fiscal 2023 from Rs. 2,76,119.89 lakhs in Fiscal 2022 primarily due to increase in production.

Revenue from operations

Our revenue from operations increased by 14.75% to Rs. 3,16,351.92 lakhs in Fiscal 2023 from Rs. 2,75,683.64 lakhs in Fiscal 2022 primarily due to increase in quantity by 6.29 % and average portfolio price Increased by 9%:

Expenses

Our expenses increased by 16.10% to Rs. 3,04,943.85 lakhs in Fiscal 2023 from Rs. 2,62,652.44 lakhs in Fiscal 2022 primarily due increase in advertisement expenses, Finance cost and salary and wages.

Cost of materials consumed

Our cost of materials consumed increased by 16.49% to Rs. 2,79,901.27 lakhs in Fiscal 2023 from Rs. 2,40,283.06 lakhs in Fiscal 2022 primarily due to increase in production and trading purchase of raw material

Change in inventories of finished goods, by products and work-in-progress

Changes in inventories of finished goods, by products and work-in-progress decreased by 106.38% to Rs. -9,985.61 lakhs in Fiscal 2023 from Rs. (4,838.48) lakhs in Fiscal 2022 primarily due to inventory days increase from 39 to 63 days.

Employee benefits expense

Our employee benefits increased by 33.19% to Rs. 3,131.89 lakhs in Fiscal 2023 from Rs. 2,351.46 lakhs in Fiscal 2022 primarily due to increase in production, Head count and compensation.

Finance costs

Our finance costs increased by 131.77% to Rs. 7,069.70 lakhs in Fiscal 2023 from Rs. 3,050.35 lakhs in Fiscal 2022 primarily due increase in leverage and working capital requirement to compliment the enhanced production capacity.

Depreciation and amortization expense

Our depreciation and amortization expenses increased by 71.93% to Rs. 3,273.23 lakhs in Fiscal 2023 from Rs. 1,903.83 lakhs in Fiscal 2022 primarily due increase in Property plant and equipment.

Other expenses

Our other expenses increased by 8.30% to Rs. 21,553.38 lakhs in Fiscal 2023 from Rs. 19,902.22 lakhs in Fiscal 2022 primarily due to increase in advertisement expenses, Rent expenses, Royalty expenses and Repair and maintenance expenses.

Profit before tax for the year

As a result of the factors discussed above, our profit before tax for the year increased by 0.12% to Rs. 13,483.30 lakhs in Fiscal 2023 from Rs. 13,467.45 lakhs in Fiscal 2022 primarily due to increase in production efficiency.

Tax expenses

Our tax expenses increased by 9.15% to Rs. 3,713.61 lakhs in Fiscal 2023 from Rs. 3,402.42 lakhs in Fiscal 2022 primarily due to increase in temporary differences.

Profit after tax for the year

As a result of the factors discussed above, our profit after tax for the year decreased by 2.93 % to Rs. 9,769.66 lakhs in Fiscal 2023 from Rs. 10,065.03 lakhs in Fiscal 2022 primarily due to increase in temporary differences.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

The table below sets forth our cash flows for the periods indicated:

( Lakh)

Particulars For the three months period ending June 30, 2024

Fiscal

2024 2023 2022
Net cash generated from operating activities -9,655.62 32,539.75 -31,950.24 -5,192.53
Net cash (used in)/ from investing activities -8,272.07 -19,149.00 -24,705.89 -10,899.23
Net cash (used in)/ from financing activities 20,171.83 -15,568.38 59,674.64 16,852.18
Net increase/ (decrease) in cash and cash equivalents 2,244.14 -2,177.63 3,018.51 760.42
Cash and cash equivalents at the beginning of the year 4,973.91 7,151.54 4,133.03 3,372.61
Cash and cash equivalents at the end of the year 7,218.05 4,973.91 7,151.54 4,133.03

Three months period ended June 30, 2024

The net cash used in operating activities in three months period ending June 30, 2024, was Rs. 9,655.62 lakhs, while profit before tax was Rs. 2,448.63 lakhs.

Cash flows from investing activities

The net cash used in investing activities in three months period ending June 30, 2024, was Rs. 8,272.07 lakhs.

Cash flows from financing activities

The net cash flow from financing activities in three months period ending June 30, 2024, was Rs. 20,171.83 lakhs.

Fiscal 2024

Cash flows from operating activities

The net cash generated from operating activities in Fiscal 2024 was Rs. 32,539.75 lakhs, while profit before tax was Rs. 5,817.93 lakhs. The difference was attributable primarily to increase in trade payable outstanding. The company has negotiated trade payables cycle to optimize the overall working capital cycle.

Cash flows from investing activities

The net cash used in investing activities in Fiscal 2024 was Rs. 19,149 lakhs, which was attributable primarily payments for PPE, Intangible assets and CWIP.

Cash flows from financing activities

The net cash flow used in financing activities in Fiscal 2024 was Rs. 15,568.38 lakhs, which was attributable primarily repayment for borrowings.

Fiscal 2023

Cash flows from operating activities

The net cash used in operating activities in Fiscal 2023 was Rs. 31,950.24 lakhs, while profit before tax was Rs. 13,483.27 lakhs. The difference was attributable primarily to increase in holding period for the inventories and increase Days sale outstanding (Trade Receivables).

Cash flows from investing activities

The net cash used in investing activities in Fiscal 2023 was Rs. 24,705.89 lakhs, which was attributable primarily to payments for PPE, Intangible assets and CWIP

Cash flows from financing activities

The net cash flow from financing activities in Fiscal 2023 was Rs. 59,674.64 lakhs, which was attributable primarily to proceeds from borrowings.

Fiscal 2022

Cash flows from operating activities

The net cash generated used in operating activities in Fiscal 2022 was Rs. 5,192.53 lakhs, while profit before tax was Rs. 13,467.45 lakhs. The difference was attributable primarily to increase in holding period for the inventories and increase Days sale outstanding (Trade Receivables).

Cash flows from investing activities

The net cash used in investing activities in Fiscal 2022 was Rs. 10,899.23 lakhs, which was attributable primarily to payments for PPE, Intangible assets and CWIP.

Cash flows from financing activities

The net cash from financing activities in Fiscal 2022 was Rs. 16,852.18 lakhs, which was attributable primarily to proceeds from borrowings.

FINANCIAL INDEBTEDNESS

As of September 30, 2024, our Companys total outstanding borrowings were 1,39,616.07 lakhs. The table below sets forth details of our Companys outstanding borrowings as of September 30, 2024.

A-One Steels India Limited

(Rs. In Lakhs)

Category of borrowing Sanctioned / Loaned amount (in ) as on 30-09-2024 Outstanding amount (in as on 30-09-2024 )
Working Capital Facility 36,500.00 31,854.91
Term Loans 22,277.00 13,630.86
Bank Guarantee 5,939.21 5,175.22
Letter of credit 20,200.00 16,858.71***
TREDS N/A 19,100.32
Purchase Bills Discounting 13,500.00 11,599.02
Car Loan 185.36 123.65
Unsecured loan From Directors NA 5,587.58
Sales tax deferment loan 5,374.26 3,788.91
Total 1,03,975.83 1,07,719.18

*** amount includes foreign Letter of Credit amounting to USD 25.11 lakhs translated using exchange rate of Rs.83.7888 as on September 30, 2024.

Vanya Steels Private Limited

(Rs. In Lakhs)

Category of borrowing Sanctioned / Loaned amount (in ) as on 30-09-2024 Outstanding amount (in ) as on 30-09-2024
Working Capital Facility 8,100.00 7,909.35
Term Loans 10,286.00 4,917.76
TREDS N/A 2,598.02
Car Loan 76.65 38.55
Unsecured loan From Directors NA 4,130.11
Total 18,462.65 19,593.79

A-One Gold Pipes and Tubes Private Limited

(Rs. In Lakhs)

Category of borrowing Sanctioned / Loaned amount (in ) as on 30-09-2024 Outstanding amount (in ) as on 30-09-2024
Working Capital Facility 2,000.00 1,895.91
Term Loans 3,850.00 2,750.00
Bank Guarantee 100.00 30.19
Debentures 6,000.00 5,625.00
Unsecured Loan From directors NA 2,001.00
Total 11,950.00 12,302.10

A-One Gold Steels India Private Limited

(Rs. In Lakhs)

Category of borrowing Sanctioned / Loaned amount (in ) as on 30-09-2024 Outstanding amount (in ) as on 30-09-2024
Unsecured Loan From directors NA 1.00

(1) As certified by Singhi & Co., pursuant to their certificate dated December 29, 2024.

For further details, see "Financial Indebtedness" on page 355.

CREDIT RATINGS

The cost and availability of capital is dependent, among other factors, on our short-term and long-term credit ratings. Ratings reflect a rating agencys opinion of our financial strength, operating performance, strategic position and our ability to meet our obligations. Details of our credit ratings during the last three Fiscals are provided below:

Rating / Outlook -
Rating Agency Instrument For the three months period ending June 30, 2024 Fiscal 2024 Fiscal 2023 Fiscal 2022
CRISIL/Brickwork Long Term Rating Crisil A- Crisil A- Crisil A- BWR BBB+
Short Term Rating Crisil A2+ Crisil A2+ Crisil A2+ BWR A2

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The table below sets forth our undiscounted contractual maturities of significant financial liabilities as of June 30, 2024. These obligations primarily relate to our contractual maturities of significant financial liabilities such as borrowings, trade payables and other financial liabilities. The amounts are on a gross basis and undiscounted contractual cash flow includes contractual interest payment and excludes netting arrangements.

( Lakh)

Undiscounted contractual maturities of significant financial liabilities as of June 30, 2024
Particulars Less than 1 year 1 to 5 years More than 5 years Total
Borrowings 81,790.96 33,510.68 7,714.57 1,23,016.21
Lease liabilities 1,117.28 4,714.31 19,832.74 25,664.33
Trade payables 38,200.12 - - 38,200.12
Other Financial Liabilities 874.68 2,319.82 - 3,194.50
Total 1,76,936.86 40,544.81 27,547.31 1,90,075.16

The Company has secured loans from banks that contain loan covenants. A future breach of covenants may require the Company to repay the loan earlier than indicated in the above table.

CONTINGENT LIABILITIES AND COMMITMENTS

Set out below are our contingent liabilities and commitments as of June 30, 2024.

( Lakh)

Contingent Liabilities and commitments As of June 30, 2024
Litigations
Income tax matters (refer note-i) 6,279.84
GST matters (refer note-ii) 965.39
On account of Intellectual property rights 404.02
Total 7,649.25
Guarantees
Karnataka Renewal Energy Development Limited 95.00
Department of Industries & Commerce 3,788.91
Radiance Ka Sunshine Six Private Limited 229.50
Radiance Ka Sunshine Five Private Limited 614.25
FP Suraj Private Limited 86.25
Assistant Commissioner of Customs, Gopalpur Port 505.00
Assistant Commissioner of Customs, Haldia Port 150.21
Egan Solar Power Private Limited 55.30
FPEL Celestical Private Limited 43.00
Total 5,567.42
Contingent Liabilities and commitments As of June 30, 2024
Capital commitments
Capital commitments contracts 7042.03
Ananthapur Energy Projects Private Limited 283.18
Total 7,325.21

Also see "Risk Factors 9" on page 47.

Notes:

(i). Contingent liability with respect to Income Tax matters is for search action conducted under Section 132 of the Income Tax Act, 1961 and other demands raised from Income Tax Department from time to time.

Name of the statute Nature Forum where the dispute is pending Period to which the amount relates Amount (Rs. in Lakhs)
The Income-Tax Act, 1961 Income tax Assessment First Appellate Authority, High Pitched Assessment AY2014-15 to AY2021-23 6,211.80
The Income-Tax Act, 1961 Income tax Assessment Commissioner of Income Tax AY 2019-20 68.04

(i) Contingent liability with respect to GST matters is for demand order under GST Act.

Following are the forums, where the disputes are pending:

Name of the statute Nature Forum where the dispute is pending Period to which the amount relates Amount (Rs. in Lakhs)
Goods and Services Tax Act, 2017 Appeal Deputy Commissioner FY2017-18 and FY2019-20 69.44
Goods and Services Tax Act, 2017 GST Assessment Deputy Commissioner FY 2019-20 4.19
Goods and Services Tax Act, 2017 GST Assessment Assistant Commissioner FY2017-18 to FY2019-20 14.03
Goods and Services Tax Act, 2017 Appeal Deputy Commissioner FY18-19 33.28
Goods and Services Tax Act, 2017 Appeal Deputy Commissioner FY2017-18 844.45

OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Other than Contingent liabilities, Guarantees, Capital commitments and object of the issue there are no other off balance sheet commitment and arrangements

RELATED PARTY TRANSACTIONS

The related parties as per terms of Ind AS 24 "Related Party Disclosures", specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 are disclosed below:

A. List of related parties where control exists and/or with whom transactions have taken place

Enterprises in which person, who exercise control over the Group, have significant influence or control or is/are KMP Bellary Tubes Corporation Laksh Steels
Key Management Personnel Sunil Jallan Whole Time Director
(KMP) Sandeep Kumar Director
Manoj Kumar
(Resigned on 12th June 2024) Director
Umashankar Goyanka Director
Saurabh Jindal (Appointed date 05
September 2024) Chief Financial Officer
Pooja Sara Nagaraja Company Secretary
Relatives of KMPs Mona Jallan Wife of Director
Krishan Kumar Jalan Father of Whole Time Director
Priya Jallan Wife of Whole Time Director
Enterprises in which Directors are Shri Gouri Shankar Jalan Charitable Trust
Interested A-One Gold Retail Private Limited

B. Transactions with related parties during the year/Period are as following: -

Name of Related Party and Nature of Transactions For the period ended June 30,2024
Sale of goods (net)
Bellary Tubes Corporation 8,416.92
Laksh Steels 738.72
Purchase of goods (net)
Bellary Tube Corporation 14,339.99
Laksh Steels 2,440.91
Rental income
Shri Gouri Shankar Jalan Charitable Trust 0.15
A-One Gold Retail Private Limited 0.38
Interest expenses on borrowings
Sunil Jallan 117.74
Sandeep Kumar 110.42
Interest expenses on lease liabilities
Sandeep Kumar 1.83
Mona Jallan 1.83
Borrowings taken
Sunil Jallan 1,500.00
Sandeep Kumar 1,500.00
Borrowings repaid
Sunil Jallan 2,013.00
Sandeep Kumar 1,731.59
Personal guarantee taken
Sunil Jallan 6,000.00
Sandeep Kumar 6,000.00
Krishan Kumar Jalan 6,000.00
Payment of lease liabilities
Sandeep Kumar 2.40
Mona Jallan 2.40

C. Balance outstanding with or from related parties as at:

Particulars Amount in lakhs
Unsecured borrowings
Sunil Jallan 5,330.45
Sandeep Kumar 5,153.64
Krishan Kumar Jalan 3.44
Lease liabilities
Sandeep Kumar 83.94
Mona Jallan 83.94
Remuneration payable
Sunil Jallan 12.00
Sandeep Kumar 10.00
Krishan Kumar Jalan 5.00
Uma Shankar Goyanka 1.50
Trade receivables
Bellary Tube Corporation 6,034.79
Laksh Steels 100.00
A-One Gold Retail Private Limited 2.09
Receivable on account of reimbursements
A-One Gold Retail Private Limited 0.01
Advance to Supplier
Bellary Tube Corporation 1,534.02
Trade payables/ Advance from customers
Laksh Steels 2,267.00
Bellary Tubes Corporation 11,078.72
Personal guarantee taken
Sunil Jallan 108960.90
Sandeep Kumar 108960.90
Mona Jallan 74543.90
Priya Jallan 74543.90
Daya Jallan 74543.90
Krishan Kumar Jallan 83543.90

D. Compensation of Key Managerial Personnel/ Relative of KMP

The compensation of directors and other member of Key Managerial Personnel/ Relative of KMP during the year/period was as follows: (Rs. In Lakhs)

Name of KMP Nature of Compensation For the period ended June 30, 2024
Sunil Jallan(KMP) Short term employee benefits 36.00
Manoj Kumar (KMP,Resigned on June 12, 2024) Short term employee benefits 4.80
Sandeep Kumar(KMP) Short term employee benefits 30.00
Uma Shankar Goyanka (KMP) Short term employee benefits 4.50
Krishan Kumar Jallan (Relative of KMP) Short term employee benefits 15.00
Pooja Sara Nagaraja (Company Secretary) Short term employee benefits 2.70
Total 93.00

*Saurabh Jindal is promoted as CFO with effect from 05-09-2024.

For further information relating to our related party transactions, see "Related Party Transactions" on page 312.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are dedicated to establishing a robust risk management framework to address potential threats and uncertainties in our industry. We operate in an interconnected world with stringent regulatory and environmental requirements, increased geopolitical risks, and fast-paced technological disruptions and financial risk that could impact the organisations value chain.

Our risk management policies are established to identify and analyze the risks faced by us, to set appropriate risks limits and controls, and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and our activities.

Our policy is inspired by best practices, principles, and processes for identifying, evaluating, mitigating, and monitoring risks that may impact the Companys strategic goals and operations. In its journey towards risk intelligence, a robust governance structure has been developed across the organisation. We have, through our training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

We are exposed to the following risks arising from financial instruments:

Credit Risk

The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet: (Rs. In Lakhs)

Particulars As at June 30, 2024 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Investments 7,515.41 6,175.59 4,978.72 1,501.87
Investments in Subsidiaries - - - -
Trade receivables 47,822.57 48,408.28 32,092.29 22,492.08
Cash and cash equivalents 7,218.05 4,973.91 7,151.54 4,133.03
Bank balances other than cash and cash equivalents 7,837.13 7,699.73 6,373.08 1,883.69
Loans 190.08 93.16 66.78 38,129.17
Other financial assets 8,847.70 8,810.79 9,980.49 4,640.95

Credit risk is the risk of financial loss to us if a customer or counterparty to a financial asset fails to meet its contractual obligations. Our exposure to credit risk is influenced mainly by the individual characteristics of each financial asset. The carrying amounts of financial assets represents the maximum credit risk exposure.

A default on a financial asset is when the counterparty fails to make contractual payments as per agreed terms. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

We have a credit framework in place that is designed by management to standardise lending decisions based on the firms risk appetite and business requirements. Though sometimes subjective, creditworthiness is evaluated based on our historical track record of managing credit and making payments. The premise is that our historical track record should serve as a proxy for future creditworthiness in place to limit credit losses due to non-performance of counterparties. The Group monitors its exposure to credit risk on an ongoing basis. Assets are written off when there is no reasonable expectation of recovery. Where loans and receivables are written off, we continue to engage in enforcement activity to attempt to recover the dues.

However,

Trade receivables

We closely monitor the credit-worthiness of the receivables through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. We use a simplified approach (lifetime expected credit loss model) for the purpose of computation of expected credit loss for trade receivables.

Cash and cash equivalents and other bank balances

Credit risk related to cash and cash equivalents and bank deposits is managed by only investing in deposits with highly rated banks and diversifying bank deposits and accounts in different banks. Credit risk is considered low because the Group deals with highly rated banks.

Other financial assets

Other financial assets measured at amortized cost includes 834.79 lakhs. Credit risk related to these financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place to ensure the amounts are within defined limits. Credit risk is considered low because we are in possession of the underlying asset (in case of security deposit) or as per trade experience (in case of unbilled revenue from patient and other receivables from revenue sharing arrangements). Further, we create provision by assessing individual financial asset for expectation of any credit loss basis 12 month expected credit loss model.

Credit risk exposure

Expected credit loss for trade receivables under simplified approach i.e. provision matrix approach using historical trends.

(Rs. In Lakhs)

Movement in the allowance for impairment in respect of trade receivables. For the period ended June 30, 2024 For the year ended March 31, 2024 For the year ended March 31, 2023 For the year ended March 31, 2022
Balance at the beginning (1291.78) (1196.48) (702.18) (385.69)
Impairment loss Allowance (118.03) (95.30) (494.30) (316.49)
Impairment loss utilized - - - -
Balance at the end (1409.80) (1291.78) (1196.48) (702.18)

Evaluating the quality of our receivables has become increasingly important due to higher turnover levels and other factors. We assess our receivables regularly since early detection of risks helps us avoid or minimise potential losses. In practice, there are two main approaches to determine credit loss. Over the period of Last 3 Fiscal years and stub period June 30th 2024 our consolidated impairment provision are Rs. 1,409.80 Lakhs which is 0.13% of consolidated revenue over the same period

We have two models to assess our impairment loss

1) Allowance matrix based on an entitys internal, historical credit loss data past due receivables

2) Valuation model that uses probabilities of default

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our 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.

Market Risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates will affect our income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Foreign exchange risk

We have international transactions and are exposed to foreign exchange risk arising from foreign currency transactions (imports). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not our functional currency. We have not hedged our foreign exchange receivables and payables for Fiscal 2024.

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. Our interest rate risk arises from:

Borrowings which are made at market rate of interest at the time of borrowings.

Bank deposits which are made at market rate of interest at the time of deposit. This exposes us to cash flow interest rate risk.

OTHER QUALITATIVE FACTORS

Recent Accounting Changes

There are no recent accounting changes which would have been applicable to our Company from June 30, 2024.

Unusual or infrequent events of transactions

Other than as described below and elsewhere in this Draft Red Herring Prospectus, to our knowledge, there have been no other events or transactions that, may be described as "unusual" or "infrequent" and which materially affect or are likely to affect our revenue from operations.

Seasonality of business

Our business is not seasonal in nature. however during the rainy season the sales are slightly impacted due to construction activities are not actively undertaken by retail consumers.

Known trends or uncertainties

To our knowledge, except as described or anticipated in this Draft Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.

Future relationship between cost and income

Other than as described in this Draft Red Herring Prospectus, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenues.

New products or business segments

Other than as described in "Our Business" beginning on page 215, there are no plans to introduce any new products or business segments in the near future which are likely to materially affect our revenue from operations or profitability.

Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices

Changes in revenue in the three months period ending June 30, 2024 and for last three Fiscals are as described in

"For three months period ended June 30, 2024" "Fiscal 2024 compared to Fiscal 2023", and "Fiscal 2023 compared to Fiscal 2022" above on pages 339, 340 and 342, respectively.

Significant dependence on a single or few customers

A significant portion of our revenue is derived from certain key customers. For further details, see "Risk Factors 29" on page 58.

Competition

For information on our competitive conditions and our competitors, see "Risk Factors", "Industry Overview" and

" Our Business" beginning on pages 37, 166 and 215.

Significant Developments after June 30, 2024 that may affect our future results of operations

Except as disclosed below and as disclosed elsewhere in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since June 30, 2024 that materially and adversely affect or are likely to affect our operations, trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.

Significant Developments after [?] that may affect our future results of operations

Except as disclosed below and as disclosed elsewhere in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since [?] that materially and adversely affect or are likely to affect our operations, trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.

(i) Pursuant to a special resolution adopted in the EGM of the Shareholders of the Company held on [?], the Company has converted from private limited company to a public limited company and consequently the name of the Company has changed from ‘"A-One Steel and Alloys Private Limited" to ‘A-One Steels India

Limited pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, [?] on [?].

(ii) [?]

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