Acme India Industries Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the Fiscals ended March 31, 2026, 2025 and 2024. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our Restated Financial Information and the sections entitled Summary of Financial Information and Restated Financial Information on pages 54 respectively. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled Risk Factors on page 23 Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer to the section entitled Forward-Looking Statements on page 22 Unless otherwise stated or unless the context otherwise requires, the financial information of our Company used in this section has been derived from the Restated Financial Information. Unless noted otherwise, some of the industry related information in this section is obtained or extracted from the Dun & Bradstreet Report (which is a paid report and was commissioned by us solely in connection with the Offer). Our Fiscal year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular Fiscal year are to the twelve month period ended March 31 of that year.

BUSINESS OVERVIEW

We are engaged in the Indian railway rolling stock sector, focusing on the design, manufacture and warranty maintenance of railway coach interior, wherein the business is primarily operating on a tender-based. We provide turnkey furnishing solutions for the interiors of new railway coaches, refurbishment, up-gradation and conversion of old coaches and up gradation of toilet facilities within railway coaches. Additionally we manufacture and supply components to Indian Railways. Our services and products are designed towards comfort, safety, hygiene and functionality in line with the specific requirements of Indian Railway and its affiliates.

Our sole proprietorship M/S Acme India began operation with the introduction of braille signage, for Divyangjari in the railway sector. Additionally, in 2016, we started doing business of fire-retardant epoxy flooring, which complied with EN- 45545 standards for interior furnishings in Indian Railways. Since then, we have expanded our scope, initially focusing on manufacturing products for Indian railway coaches and later venturing into turnkey furnishing, refurbishment & up gradation of coaches and up gradation of toilets from 2017 onwards. We have footprints across 16 railway zones, 3 production units and 1 mid-life rehabilitation unit. We have successfully executed records of 24 different variants of coaches in Indian Railways.

In the turnkey furnishing of new railway coaches, we undertake the design and installation of interiors for various types of coaches. This includes different variants of Linke Hofmann Busch ( LHB ) coaches, self-propelled units such as vande bharat, self-propelled inspection coaches and overhead equipment coaches like the diesel electric tower car. We execute these projects at all major railway production facilities, including the Modern Coach Factory ( MCF ) in Raebareli, the Integral Coach Factory ( ICF ) in Chennai, and the Rail Coach Factory ( RCF ) in Kapurthala. Since 2017, weve successfully completed 28 projects of turnkey furnishing, delivering a total of 1,610 coaches.

In the refurbishment, upgradation and conversion of old railway coaches, we focus on both LHB and ICF coaches. Our refurbishment operations include interior designs & redesigns, replacement of worn-out components with new upgraded materials. The typical refurbishment cycle is 10-12 years (Source: D&B Industry report). Refurbishment of LHB and ICF coaches is carried out at designated railway workshops. Since securing our first up gradation contract in 2018, we have successfully refurbished and upgraded a total of 1,888 coaches till 31 st of August 2025.

Our company specializes in the up-gradation and modernization of toilet facilities in railway coaches, both LHB and ICF. Till date, we have completed 10,948 units of toilet upgrades. These upgrades are designed to enhance hygiene, safety and passenger experience, aligning with the modernization efforts within the Indian Railways network.

As part of refurbishment projects, old components such as washbasins, fittings, panels, and other materials are not discarded but systematically removed and handed back to Indian Railways through their established channels, thereby supporting sustainable practices and minimizing environmental impact.

We are regular manufacturer and supplier of products such as Braille signage, Fibre reinforced plastic (FRP) products and sanitary ware made of aluminum polymer composite. We are regular supplier of products such as Epoxy flooring, decorative glass fabric reinforced plastic, toilet doors, intercommunication/Compartment doors, seat and berth, fire barrier decorative coating and hygiene related products such as Automatic Hygiene and Odur Control (AHOC), Soap dispenser, Automatic Odur Control (AOC) and vacuum circuit breakers. These products are manufactured in compliance with the specific requirements of railway standards and used in various passenger coaches. All tender related activities happen in IREPS which is Indian railways e-procurement portal.

We have two manufacturing units located in Sonipat, Haryana, covering a total area of over 116,000 square feet. These units are equipped with a laboratory and testing equipments to make sure our products meet the required standards. Our company also has a new design & product development team focused on creating new products and improving existing ones. Our efforts include product engineering, simulation, prototyping, and testing, all of which take place at our manufacturing facilities. We are an ISO 9001:2015 certified company from TUV Nord Group, Germany for design, manufacture, supply, trading, installation & commissioning and maintenance of exterior and interior components for passenger coaches and rolling stock. Further, we are also ISO 15085 certified company from UK Certification & Inspection which certify that the wielding in the railway sector of the company has been independently assessed and is compliant with the requirements, for multiple manufacturing and supply components. We are empanelled as a Business Associate under a Navratna PSU of Government of India.

Our company is led by our Promoter and Managing Director, Suraj Pandey, who has over 15 years of experience in the industry and our Promoter and Whole-Time Director, Sadhvi Pandey, brings approximately 10 years of industry experience. The extensive experience of our Promoters has been instrumental in shaping the vision and growth strategy of the company. We believe that our ability to market our products effectively stems from the clear vision set by our Promoters and senior management, supported by their deep industry knowledge and expertise.

Key Performance Indicators of our Company

(Rs.In Lakhs except percentages and ratios)

Key Financial Performance	March 31, 2026	March 31, 2025	March 31, 2024
Revenue from operations (1)	26,370.77	20,999.52	21,343.46
EBITDA (2)	3,981.59	2,875.56	2,957.07
EBITDA Margin (3)	15.10%	13.69%	13.85%
PAT	2,435.77	1,645.68	1,920.73
PAT Margin (4)	9.24%	7.84%	9.00%
Net Worth (5)	10,354.71	5,536.82	3,562.80
Return on Net Worth (6)	23.52%	29.72%	53.91%
RoCE (%) (7)	23.20%	24.03%	30.08%

Notes:

(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements

(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income

(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

(4) PAT Margin is calculated as PAT / revenue from operations.

(5) Net worth means Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus in statement of profit and loss).

(6) Return on Net Worth is ratio of Profit after Tax and Net Worth.

(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity plus total borrowings { current & non-current } + DTL-DTA-Intangible Assets.

Explanation for KPI metrics

KPI	Explanations
Revenue from Operations	Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business
EBITDA	EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%)	EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business
PAT	Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%)	PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
Net Worth	Net worth is used by the management to ascertain the total value created by the entity and provides a snapshot of current financial position of the entity.
Return on net worth (%)	Return on Net Worth provides how efficiently our Company leverages its net assets to generate income.
RoCE (%)	RoCE provides how efficiently our Company generates earnings from the capital employed in the business.

Statement of Significant Accounting Policies

For details in respect of Statement of Significant Accounting Policies, please refer to Annexure IV of Restated Financial Statements beginning on page 177 of this Red Herring Prospectus.

Factors of Significant Accounting Policies

1. Changes in focus, laws and regulations or Government policies relating to the Railway infrastructure sector.

2. Changes in requirements, specifications and design standards prescribed by Indian Railways, metro corporations, or other government agencies may increase costs or delay project execution.

3. Adverse developments in the states where our project sites are located (including policy changes, regional unrest, or disruptions in approvals).

4. Loss of our major customers, including central and state government entities, public sector undertakings (PSUs) or private client

5. Any slowdown in railway infrastructure spending or adverse developments in the overall infrastructure sector.

6. Interruptions in the supply of materials and machinery.

7. Our ability to retain key managerial personnel, engineers, and skilled manpower.

8. Our ability to meet interest and principal repayment obligations on our existing debt and comply with financial covenants.

9. Our operations are subject to high working capital requirements

10. Our ability to successfully implement growth strategies, and diversify into allied infrastructure segments.

11. Delays or inability to obtain mandatory approvals, licenses, and clearances from government, regulatory, or railway authorities may hinder timely execution of projects.

12. Occurrence of environmental hazards, accidents at project sites, or uninsured losses.

13. Any adverse legal, regulatory, or arbitration proceedings initiated against our company, promoters, directors, or key managerial personnel.

14. Macroeconomic factors such as slowdown in infrastructure spending, changes in budgetary allocations to the railways sector, fluctuations in interest rates, inflation, or political and economic instability may adversely impact our business and growth.

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for

the financial years ended on March 31, 2026, March 31, 2025 and March 31, 2024.

(Amount in lakhs)

Particulars	For the year ended on
	March 31, 2025	% of Total Income	March 31, 2025	% of Total Income	March 31, 2024	% of Total Income
Revenue From Operations	26,370.77	98.44%	20,999.5 2	98.38%	21,343.46	99.26%
Other Income	417.95	1.56%	345.84	1.62%	158.61	0.74%
Total Income	26,788.72	100.00%	21,345.3 7	100.00%	21,502.07	100.00%
Expenditure
Cost of Material Consumed	6,995.26	26.11%	7,309.77	34.25%	1,063.63	4.95%
Purchases of Stock in Trade	10,102.88	37.71%	7,773.63	36.42%	12,665.01	58.90%
Changes in Inventories of Finished Goods, WIP & Stock-in-trade	333.08	1.24%	(2,290.90 )	(10.73)%	713.11	3.32%
Employee Benefits Expense	1,531.92	5.72%	2,054.39	9.62%	1,355.81	6.31%
Manpower sub-contracting Cost	744.99	2.78%	-	-	-	-
Finance Cost	1,271.23	4.75%	987.69	4.63%	530.93	2.47%
Depreciation and Amortization Expenses	96.69	0.36%	72.67	0.34%	64.21	0.30%
Other Expenses	2,390.62	8.92%	3,024.46	14.17%	2,515.78	11.70%
Total Expenditure	23,466.67	87.60%	18,931.7 2	88.69%	18,908.49	87.94%
Profit/(Loss) Before Exceptional & Extraordinary items & Tax	3,322.05	12.40%	2,413.65	11.31%	2,593.59	12.06%
Exceptional & Extraordinary item	0.00	0.00%	0.00	0.00%	0.00	0.00%
Profit/(Loss) Before Tax	3,322.05	12.40%	2,413.65	11.31%	2,593.59	12.06%
Tax Expense:
Tax Expense for Current Year	687.52	2.57%	869.38	4.07%	974.68	4.53%

Particulars	For the year ended on
	March 31, 2025	% of Total Income	March 31, 2025	% of Total Income	March 31, 2024	% of Total Income
Deferred T ax	201.33	0.75%	(95.76)	(0.45%)	(301.83)	(1.40%)
Net Current Tax Expenses	888.85	3.32%	773.62	3.62%	672.86	3.13%
Profit/(Loss) Before Minority Interest for the Year	2,433.20	9.08%	1,640.03	7.68%	1,920.73	8.93%
Minority Interest	(2.57)	(0.01)%	(5.64)	(0.03%)	-	-
Profit/(Loss) Before Minority Interest for the Year	2,435.77	9.09%	1,645.68	7.71%	1,920.73	8.93%

Revenue from operations:

Revenue from operations mainly consists of Turnkey Furnishing, Refurbishment, Upgradation and Conversion of Coaches, Toilet Upgradation of Coaches and Supply- Electrical and Others.

Other Income:

Our other income primarily comprises of Interest Income, Liquidated Damages to suppliers, Gain or loss on sale of Derecognition of subsidiary, Discount received and Misc. Income.

Expenses:

Companys expenses consist of Cost of Material Consumed, Purchase of Stock in Trade, Changes in inventories of finished goods, work-in-progress and Stock-in-Trade, Employee benefits expense, Finance costs, Depreciation and amortization and other expenses.

Cost of Material Consumed:

Companys Cost of Material Consumed consist of Opening Stock, Purchases and Closing stock.

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade:

Our changes in the inventory comprises of Changes in inventories of finished goods, work-in-progress and Stock-in-Trade. Employee Benefit Expenses

Our employee benefits expense comprises of Salaries and Wages, Staff Welfare Expenses, Directors Remuneration, Contribution to PF & Other Funds, Leave encashment and Gratuity Expense.

Manpower Sub-Contracting Cost

Our Manpower Sub-Contracting Cost comprises of Sub-contract cost paid to contractor for labour.

Finance Costs:

Our finance cost includes Interest expenses and other borrowing costs.

Depreciation and Amortization Expenses:

Depreciation includes depreciation on Property, Plant & Equipments and Amortization of intangible assets.

Other Expenses:

Our other expenses include Consumption of Stores & Spares, Installation Expense, Electricity Expenses, Factory Expenses, Factory Rent, Freight Inward, Site Expenses, Engineering Designing Expenses, Inspection charges, Loading & Unloading Charges, Payment to auditors, Business Promotion, CSR Expense, Donation & Charity, Freight Outward, Insurance Director, Sitting Fees, Professional & Consultancy Charges, Liquidated Damage and Contractual Deductions, Business Administration Expenses, Rates & Taxes, Rent, Repairs & Maintenance, Security Expenses, Telephone & Internet Expenses, Tender Expenses Tour & Travelling Expense etc.

Financial Year 2026 Compared to Financial Year 2025 (Based on Restated Financial Statements)

Total Income:

Total income for the financial year 2025-26 stood at Rs. 26,788.72 Lakhs as compared to Rs. 21,345.37 Lakhs in financial year 2024-25 representing an increase of 25.50%. Such increase was due to increase in business operations of the Company.

Revenue from Operations:

During the financial year 2025-26, the revenue from operations of our company increased to Rs. 26,370.77 Lakhs as against Rs. 20,999.52 Lakhs in financial year 2024-25, representing an increase of 25.58%. The main reason of increase was due to Supply- Electrical and Others segment wise revenue increases to Rs. 14,006.81 Lakhs in financial year 2025-26 as against Rs.3,238.51 Lakhs in financial year 2024-25, representing an increase of 332.51%.

Other Income:

During the financial year 2025-26, the other income of our company increases to Rs. 417.95 Lakhs as against Rs.345.84 Lakhs in financial year 2024-25, representing an increase of 20.85%. The increase in other income was due to increase in

(i) Actuarial gain on leave encashment and gratuity from Rs. 1.29 lakhs in the FY. 2024-25 as compared to Rs. 42.80 Lakhs in the FY. 2025-26 representing an increase of 3210.59%,

(ii) Liquidated Damages to suppliers from Rs. nil in the FY 2024-25 as compared to Rs. 127.84 in FY 2025-26 representing an increase of 100%.

Total Expenses:

Total expenses for the financial year 2025-26 increased to Rs. 23,466.07 Lakhs as compared to Rs. 18,931.72 Lakhs in financial year 2024-25 representing an increase of 23.95%. Such Increase was due to increase in the volume of business operations of the company.

Cost of material consumed:

The Cost of material consumed for the financial year 2025-26 stood at Rs. 6,995.26 Lakhs against Rs. 7,309.77 Lakhs in the Financial Year 2024-25 representing a decrease of 4.30%. The reason of decrease was due to closing Raw material inventory increases to Rs. 1,589.43 Lakhs in financial year 2025-26 as against Rs.233.43 Lakhs in financial year 2024-25, representing an increase of 580.89%.

Purchase of Stock in Trade:

The Purchase of stock in trade for the financial year 2025-26 stood at Rs. 10,102.88 Lakhs against Rs. 7,773.63 Lakhs in the Financial Year 2024-25 representing an increase of 29.96%.

Change in inventories of finished goods, work in progress and stock in trade:

The Change in inventories of finished goods, work in progress and stock in trade for financial year 2025-26 to Rs. 333.08 as compared to Rs. (2,290.90) Lakh in financial year 2024-25. The opening inventory of Finished Goods and WIP increased from Rs.518.60 lakhs in FY 2024-25 to Rs.2,809.50 lakhs in FY 2025-26, while closing inventory of Finished Goods and WIP decreased from Rs.2,809.50 lakhs to Rs.2476.42 lakhs during the same period.

Employee benefits expense:

Our company has incurred Rs. 1,531.92 Lakhs as employee benefit expenses during the financials year 2025-26 as compared to Rs. 2,054.39 Lakhs in the financial year 2024-25 representing decrease of 25.43%. Such decrease was due to decrease in

(i) Salary and Wages, Including Bonus & Incentive from 1,584.52 lakhs in FY. 2024-25 as compared to Rs. 1,028.70 Lakhs in FY. 2025-26 which amount to decrease of 35.08%;

(ii) Staff & Labour Welfare from Rs. 28.09 lakhs in FY. 2024-25 as compared to Rs. 14.75 Lakhs in FY. 2025-26 which amount to decrease of 47.48%;

(iii) Contribution to PF and Other Funds from Rs. 44.16 lakhs in FY. 2024-25 as compared to Rs. 4.47 Lakhs in FY. 2025-26 which amount to decrease of 89.89%.

Manpower Sub-Contracting Cost

Our company has incurred Rs. 744.99 Lakhs as Manpower Sub-Contracting Cost during the financials year 2025-26 as compared to Nil Lakhs in the financial year 2024-25 representing increase of 100%.

Finance costs:

The Finance Costs were for the financial Year 2025-26 increased to Rs. 1271.23 Lakhs as against Rs. 987.69 Lakhs during the financial year 2024-25, representing an increase of 28.71%. Such increase was majorly due to increase in

(i) Interest to Bank from Rs. 527.75 lakhs in FY. 2024-25 as compared to Rs. 537.39 Lakhs in FY. 2025-26 which amount to increase of 1.83%;

(ii) Interest on statutory dues from Rs. 83.30 lakhs in FY 2024-25 to Rs. 223.10 lakhs in FY 2025-26 representing an increase of 167.82%; and

(iii) Finance charge from Rs. 252.61 lakhs in FY. 2024-25 as compared to Rs. 290.42 Lakhs in FY. 2025-26 which amount to increase of 14.97%.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2025-26 stood at Rs. 96.69 Lakhs as against to Rs. 72.67 Lakhs in financial year 2024-25 representing an increase of 33.05%.

Other expense:

Our company has incurred Rs. 2,390.62 lakhs as other expense during the financial year 2025-26 as compared to Rs. 3,024.46 lakhs in FY 2024-25 representing a decrease of 20.96%. Such decrease was due to decrease in

(i) Freight Outward from Rs. 314.39 lakhs in FY 2024-25 to Rs. 216.82 lakhs in FY 2025-26 representing a decrease of 31.04%;

(ii) Installation Expense from Rs. 827.72 lakhs in FY 2024-25 to Rs. 346.08 lakhs in FY 2025-26 representing a decrease of 58.19%;

(iii) Liquidated Damage and Contractual Deductions from Rs. 475.62 lakhs in FY 2024-25 to Rs. 11.36 lakhs in FY 2025-26 representing a decrease of 97.61%;

(iv) Factory Expenses from Rs. 23.57 lakhs in FY 2024-25 to Rs. 8.48 lakhs in FY 2025-26 representing a decrease of 64.03%;

(v) Site expense from Rs. 239.85 lakhs in FY 2024-25 to Rs. 95.60 lakhs in FY 2025-26 representing a decrease of 60.14%;

(vi) Business Promotion from Rs. 197.70 lakhs in FY 2024-25 to Rs. 18.99 lakhs in FY 2025-26 representing a decrease of 90.40%

(vii) Tour & Travelling Expenses from Rs. 141.70 lakhs in FY 2024-25 to Rs. 124.08 lakhs in FY 2025-26 representing a decrease of 12.44%.

Restated Profit/ (Loss) before tax:

Restated Profit before Tax for the financial year 2025-26 was Rs. 3,322.05 Lakhs as compared to Restated profit before tax of Rs. 2,413.65 Lakhs during the financial year 2024-25 which amounts to increase by 37.64%, majorly due to factors as mentioned above.

Restated Profit/ (Loss) after tax:

Restated Profit after Tax for the financial year 2025-26 was Rs. 2,433.20 Lakhs as compared to Restated profit after tax of Rs. 1,640.03 Lakhs during the financial year 2024-25.

Financial Year 2025 Compared to Financial Year 2024 (Based on Restated Financial Statements)

Total Income:

Total income for the financial year 2024-25 stood at Rs. 21,345.37 Lakhs as compared to Rs. 21, 502.07 Lakhs in financial year 2023-24 representing a decrease of 0.73%. Such decrease was due to decrease in business operations of the Company.

Revenue from Operations:

During the financial year 2024-25, the revenue from operations of our company increased to Rs. 20,999.52 Lakhs as against Rs. 21,343.46 Lakhs in financial year 2023-24, representing a decrease of 1.61%. The main reason of decrease was due to Turnkey Furnishing and Refurbishment, Upgradation and Conversion of Coaches segment wise revenue decreases.

Other Income:

During the financial year 2024-25, the other income of our company increases to Rs. 345.84 Lakhs as against Rs.158.61 Lakhs in financial year 2023-24, representing an increase of 118.04%. The increase in other income was due to increase in

(i) Interest Income from Rs. 152.23 lakhs in the FY. 2023-24 as compared to Rs. 263.28 Lakhs in the FY. 2024-25 representing an increase of 72.95%,

(ii) Misc. Income from Rs. 1.17 Lakhs in the FY. 2023-24 as compared to Rs. 5.81 lakhs in FY 2024-25 representing an increase of 396.58%

(iii) Discount received from Rs. 0.47 Lakhs in the FY. 2023-24 as compared to Rs. 3.05 lakhs in FY 2024-25 representing an increase of 548.83% and

(iv) Gain or Loss on Derecognition of a Subsidiary from Rs. Nil Lakhs in the FY. 2023-24 as compared to Rs. 70.55 lakhs in FY 2024-25 representing an increase of 100.00%.

Total Expenses:

Total expenses for the financial year 2024-25 increased to Rs. 18,931.72 Lakhs as compared to Rs. 18,908.49 Lakhs in financial year 2023-24 representing an increase of 0.12%. Such Increase was due to increase in the volume of business operations of the company.

Cost of material consumed:

The Cost of material consumed for the financial year 2024-25 stood at Rs. 7,309.77 Lakhs against Rs. 1,063.63 Lakhs in the Financial Year 2023-24 representing an increase of 587.25%.

Purchase of Stock in Trade:

The Purchase of stock in trade for the financial year 2024-25 stood at Rs. 7,773.63 Lakhs against Rs. 12,665.01 Lakhs in the Financial Year 2023-24 representing an decrease of 38.62%.

Change in inventories of finished goods, work in progress and stock in trade:

The Change in inventories of finished goods, work in progress and stock in trade for financial year 2024-25 decreased to Rs. (2,290.90) as compared to Rs. 713.11 Lakh in financial year 2023-24 representing decrease of 421.25% which was due to increase in closing stock of finished goods from 518.60 Lakhs in FY. 2023-24 as compared to 2,665.54 Lakhs in FY. 202425.

Employee benefits expense:

Our company has incurred Rs. 2,054.39 Lakhs as employee benefit expenses during the financials year 2024-25 as compared to Rs. 1,355.81 Lakhs in the financial year 2023-24 representing increase of 51.52%. Such increase was due to increase in

(i) Salary and Wages, Including Bonus & Incentive from 1,199.60 lakhs in FY. 2023-24 as compared to Rs. 1,584.52 Lakhs in FY. 2024-25 which amount to increase of 32.09%;

(ii) Staff & Labour Welfare from Rs. 23.81 lakhs in FY. 2023-24 as compared to Rs. 28.09 Lakhs in FY. 2023-24 which amount to increase of 17.96%;

(iii) Contribution to PF and Other Funds from Rs. 26.28 lakhs in FY 2023-24 as compared to Rs. 44.16 Lakhs in FY. 2024-25 which amount to increase of 68.04%, and

(iv) Remuneration to Directors & MD from 72.00 lakhs in FY 2023-24 to Rs. 386.52 lakhs in FY 2024-25 representing an increase of 436.83%.

Finance costs:

The Finance Costs were for the financial Year 2024-25 increased to Rs. 987.69 Lakhs as against Rs. 530.93 Lakhs during the financial year 2023-24, representing an increase of 86.03%. Such increase was majorly due to increase in

(i) Interest to Bank from Rs. 352.13 lakhs in FY. 2023-24 as compared to Rs. 527.75 Lakhs in FY. 2024-25 which amount to increase of 49.87%;

(ii) Interest on statutory dues from Rs. 38.80 lakhs in FY 2023-24 to Rs. 83.30 lakhs in FY 2024-25 representing an increase of 114.71%;

(ii) Interest on payable to MSME from Rs. 50.62 lakhs in FY 2023-24 to Rs. 124.02 lakhs in FY 2024-25 representing an increase of 144.99%; and

(iv) Finance charge from Rs. 73.05 lakhs in FY. 2023-24 as compared to Rs. 252.61 Lakhs in FY. 204-25 which amount to increase of 245.80%.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2024-25 stood at Rs. 72.67 Lakhs as against to Rs.64.21 Lakhs in financial year 2023- 24 representing an increase of 13.17%.

Other expense:

Our company has incurred Rs. 3,024.46 lakhs as other expense during the financial year 2024-25 as compared to Rs. 2,515.78 lakhs in FY 2023-24 representing an increase of 20.22%. Such increase was due to increase in

(i) Freight Outward from 265.49 lakhs in FY 2023-24 to Rs. 314.39 lakhs in FY 2024-25 representing an increase of 18.42%;

(ii) Installation Expense from Rs. 609.88 lakhs in FY 2023-24 to Rs. 827.72 lakhs in FY 2024-25 representing an increase of 35.72%;

(iii) Rent from Rs. 22.30 lakhs in FY 2023-24 to Rs. 50.99 lakhs in FY 2024-25 representing an increase of 128.67%;

(iv) Repairs & Maintenance from Rs. 39.15 lakhs in FY 2023-24 to Rs. 45.85 lakhs in FY 2024-25 representing an increase of 17.11%;

(v) Site expense from Rs. 198.32 lakhs in FY 2023-24 to Rs. 239.85 lakhs in FY 2024-25 representing an increase of 20.94%;

(vi) Inspection Charge from Rs. 31.75 lakhs in FY 2023-24 to Rs. 51.79 lakhs in FY 2024-25 lakhs representing an increase of 63.12%

(vii) Loading & Unloading Charges from 2.30 lakhs in FY 2023-24 to Rs. 5.14 lakhs in FY 2024-25 representing an increase of 123.62%;

(viii) Business Promotion from Rs. 48.40 lakhs in FY 2023-24 to Rs. 197.70 lakhs in FY 2024-25 representing an increase of 308.48%;

(ix) CSR Expenses from Rs. 11.31 lakhs in FY 2023-24 to Rs. 25 lakhs in FY 2024-25 representing an increase of 121.08%;

(x) Electricity & Water Charges from Rs. 5.79 lakhs in FY 2023-24 to Rs. 7.90 lakhs in FY 2024-25 representing an increase of 36.28%;

(xi) Tour & Travelling Expenses from Rs. 87.36 lakhs in FY 2023-24 to Rs. 141.70 lakhs in FY 2024-25 representing an increase of 62.19% and

(xii) Director sitting fee from Rs. Nil lakhs in FY 202324 to Rs. 2.20 lakhs in FY 2024-25 representing an increase of 100%

Restated Profit/ (Loss) before tax:

Restated Profit before Tax for the financial year 2024-25 was Rs. 2413.65 Lakhs as compared to Restated profit before tax of Rs. 2,593.59 Lakhs during the financial year 2023-24 which amounts to decrease by 6.94%, majorly due to factors as mentioned above.

Restated Profit/ (Loss) after tax:

Restated Profit after Tax for the financial year 2024-25 was Rs. 1,645.68 Lakhs as compared to Restated profit after tax of Rs. 1,920.73 Lakhs during the financial year 2023-24.

Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section Risk Factors beginning on page 23 of the Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the sections Risk Factors , Our Business and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 23,122 and 262 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Total turnover of each major industry segment in which our Company operates

Except as disclosed in the Chapter Our Business and Restated Financial Statements on page 122 and 177 we do not follow any other segment reporting.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter Our Business on page 122, our Company has not announced any new product or service.

7. Seasonality of business

Our business is subject to seasonality. For further information, see Risk Factor and Industry Overview on pages 23 and 108 respectively.

8. Dependence on single or few customers

We are dependent upon single customers. For further information, see Risk Factors on page 23.

9. Competitive conditions

Competitive conditions are as described under the Chapters Industry Overview and Our Business beginning on pages 108 and 122 respectively of this Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e., March 31, 2026.

After the date of last Balance sheet i.e., March 31, 2026, the following material events have occurred after the last audited period:

i. Our Company has approved the audited financial statements (Standalone and Consolidated) for the period ended on March 31, 2026 in the Board Meeting dated September 04, 2026.

ii. The Company has approved the restated financial statements for the financial year ending on March 31, 2026, March 31, 2025 and March 31, 2024 in the Board Meeting dated September 10, 2026.