Anand Seamless Ltd Management Discussions

OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial information as of for the six-months period ended September 30, 2025 and financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, all prepared in accordance with the Companies Act and Indian GAAP and restated in accordance with the SEBI ICDR Regulations, including the schedules, annexures and notes thereto and the reports thereon, included in the section titled Restated Financial Statements beginning on page 233 of this Draft Prospectus. Unless otherwise stated, the financial information used in this section is derived from the restated financial statements of our Company.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the sections titled Forward Looking Statements and Risk Factors beginning on page 21 and 33 respectively, of this Draft Prospectus.

These financial statements have been prepared in accordance with Indian GAAP and the Companies Act. Indian GAAP differs in certain significant respects from U.S. GAAP, IFRS and Ind AS. We have neither attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this Draft Prospectus nor do we provide a reconciliation of our financial statements to those under U.S. GAAP or IFRS or Ind AS. Accordingly, the degree to which the Indian GAAP financial statements included in this Draft Prospectus will provide meaningful information is entirely dependent on the reader s level of familiarity with the Companies Act, Indian GAAP and the SEBI ICDR Regulations. Any reliance on the financial disclosure in this Draft Prospectus, by persons not familiar with Indian Accounting Practices, should accordingly be limited.

References to the Company , we , us and our in this chapter refer to Anand Seamless Limited, as applicable in the relevant fiscal period, unless otherwise stated.

OVERVIEW OF OUR BUSINESS

Anand Seamless Limited is a tubes and pipes manufacturer and supplier based in India having an experience of nearly two decades. Our products are broadly categorized into: (i) Seamless tubes and pipes; and (ii) Finned tubes. We possess integrated capability enabling us to provide a one-stop solution for the specialized requirements of our customers. This integration facilitates consistent product quality, timely delivery, and reliable service. These factors limit new competition, provide pricing leverage, and support long-term customer retention.

Our seamless pipes and tubes manufacturing capacity is approximately 3,000 metric tons per annum and our finned tube manufacturing capacity is approximately 3,60,000 meters per annum, operating from two strategically located manufacturing facilities in Gujarat.

Our products are used by a diverse range of customers operational in various industry such as automobile, heat exchanger, petroleum, pharmaceutical, chemical, oil and gas refineries, thermal & nuclear power plants, boiler manufacturing, chemical, textile machinery, railways, transportation and defense, in both domestic and international market.

The Company is an ISO 9001:2015 certified by TUV India Private Limited, ISO 14001:2015 and ISO 45001:2018 certified by Gulf Lloyds Business Assurance (GLOBA). It follows internationally recognized standard manufacturing practises, including ASTM standards and EN standards. Our products sold to the European market are certified under PED 97/23/EC and AD 2000 MERKBLATT W0 from TUV Nord. Further, we hold Certificate of approval from the Indian Boiler Regulation for Well known Pipe Maker and Well known Tube Maker .

For further information, please refer to section titled Business Overview beginning on page 156 of this Draft

Prospectus.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in the section titled Risk Factors beginning on page 33 of this Draft Prospectus. The following are certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations:

- Volatility in price and availability of key raw materials;

- Our dependence on limited number of customers/suppliers or customer-mix for a significant portion of our revenues;

- Manufacturing capacity and its effective utilization;

- Competition from existing and new entities may adversely affect our revenues and profitability;

- Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;

- Inability to obtain, maintain or renew requisite statutory and regulatory permits, registration and approvals or noncompliance with and changes in, safety, health and environmental laws and other applicable regulations

- Costs and availability of skilled labour;

- Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;

- Changes in central, state or local government policies and regulatory policies in India may have an adverse impact on the business and operations of our Company;

- Political instability or changes in the Government could adversely affect economic conditions in India and globally and consequently our business may get affected to some extent;

- Our business and financial performance is particularly based on domestic and global market demand and supply of our products;

- Any downgrading of India s debt rating by a domestic or international rating agency could have a negative impact on our business and investment returns;

- The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Restated Financial Statements. For details of our significant accounting policies, please refer section titled Financial Information of the Company beginning on page 233 of this Draft Prospectus.

RESULTS OF OUR OPERATIONS

Anand Seamless Limited is a tubes and pipes manufacturer and supplier based in India. Our products are broadly categorized into: (i) Seamless tubes and pipes; and (ii) Finned tubes, marketed under the brand, Anand Seamless Limited . The Company possess integrated capability facilitating consistent product quality, timely delivery, and reliable service, helping us to limit new competition, provide pricing leverage, and support long-term customer retention. We serve various industry such as automobile, heat exchanger, petroleum, pharmaceutical, chemical, oil and gas refineries, thermal & nuclear power plants, boiler manufacturing, chemical, textile machinery, railways, transportation and defense, in both domestic and international market.

The Company is an ISO 9001:2015 certified by TUV India Private Limited, ISO 14001:2015 and ISO 45001:2018 certified by Gulf Lloyds Business Assurance (GLOBA). It follows internationally recognized standard manufacturing practises, including ASTM standards and EN standards. Our products sold to the European market are certified under PED 97/23/EC and AD 2000 MERKBLATT W0 from TUV Nord. Further, we hold Certificate of approval from the Indian Boiler Regulation for Well known Pipe Maker and Well known Tube Maker .

The following discussion on the results of operations should be read in conjunction with the Restated Financial Statements of the Company for the six-months period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023:

(RS in lakhs)

Particulars for the period	01.04.2025 - 30.09.2025		2024-25		2023-24		2022-23
	Amount	% of Total Revenue	Amount	% of Total Revenue	Amount	% of Total Revenue	Amount	% of Total Revenue
Revenue From Operations	2,985.21	99.53%	3,354.63	99.72%	3,690.02	99.72%	4,139.31	99.67%
Other Income	14.02	0.47%	9.28	0.28%	10.34	0.28%	13.59	0.33%
Total Revenue (I)	2,999.23	100.00%	3,363.90	100.00%	3,700.36	100.00%	4,152.90	100.00%
Cost of Material Consumed	1,998.62	66.64%	1,305.16	38.80%	2,129.67	57.55%	2,595.27	62.49%
Changes in inventories of finished goods work-in-progress and Stock in-Trade	(217.99)	-7.27%	198.40	5.90%	(428.08)	-11.57%	(180.26)	-4.34%
Employee Benefits Expenses	331.01	11.04%	603.73	17.95%	403.96	10.92%	342.71	8.25%
Finance Costs	99.61	3.32%	193.54	5.75%	156.08	4.22%	149.60	3.60%
Depreciation and Amortization Expense	26.37	0.88%	47.25	1.40%	49.95	1.35%	47.93	1.15%
Other Expenses	393.38	13.12%	657.64	19.55%	933.02	25.21%	797.20	19.20%
Total Expenses (II)	2,631.01	87.72%	3,005.72	89.35%	3,244.59	87.68%	3,752.46	90.36%
Profit before tax (III = I-II)	368.22	12.28%	358.19	10.65%	455.77	12.32%	400.44	9.64%
Tax Expense
- Current Tax	93.60	3.12%	97.80	2.91%	124.58	3.37%	109.47	2.64%
- Deferred Tax	(4.46)	-0.15%	(4.66)	-0.14%	(5.19)	-0.14%	2.03	0.05%
Tax Expense for the year (IV)	89.14	2.97%	93.14	2.77%	119.39	3.23%	111.50	2.68%
Profit (Loss) for the period (V = III-IV)	279.08	9.31%	265.05	7.88%	336.38	9.09%	288.94	6.96%

In FY 2022-23, the Company achieved revenue from operations of ^4,139.31 lakhs, with seamless tubes and pipes contributing ~66% of revenue from operations. Domestic sales accounted for 82.67% of revenue from operations. The Company secured certain substantial orders from public sector undertakings and the same has resulted in higher turnover of the Company. However, since such business are tender driven and competitive in nature, it has impacted the profit margins of the Company generating an EBITDA of RS584.38 lakhs, translating into an EBITDA margin of 14.12%, while PAT stood at RS288.94 lakhs with a PAT margin of 6.96%.

In FY 2023-24, revenue from operations of the Company was moderated to RS3,690.02 lakhs, with seamless tubes and pipes contributed to ~63% of revenue from operations. The Company endeavoured on tapping new international markets and accordingly contribution of export sales increased to ~35% during the period. The exports have commanded better profit margins which help in bagging an EBITDA of RS651.46 lakhs i.e. an

EBITDA margin of 17.65%, while PAT increased to RS336.38 lakhs with a PAT margin of 9.09%.

In FY 2024-25, the Company was able to achieve revenue from operations of RS3,354.63 lakhs, registering a decline of ~9% on y-o-y basis. The primary reason for this decline in top-line was the unfavourable commodity price environment. The share of seamless tubes and pipes has increased to ~76% of the revenue from operations, with the domestic sales contributing to ~93% of revenue from operations. Despite such moderation in revenue, on account of cost controls, the Company was able to generate stable EBITDA margins of 17.58%. Due to higher finance cost, PAT stood at U265.05 lakhs with a PAT margin of 7.88%.

For the half year ended September 30, 2025, due to the expertise of our key management personnel, project management and operations team, the Company has registered revenue from operations stood at RS2,985.21 lakhs.

The share of seamless tubes and pipes has increased to ~78% of the revenue from operations, with the domestic sales contributing to ~92% of revenue from operations. The EBITDA was RS480.19 lakhs i.e. EBITDA margin of 16.09%, Moreover, due to finance costs and statutory depreciation, the PAT margin improved to 9.31% compared to historical periods. Capacity utilization during this period improved significantly, contributing positively to overall profitability.

Overall, the variations in revenue and profit margins across the periods are attributable to strategic adjustments in customer concentration, export participation, along with normal industry factors such as price volatility and demand cycles.

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS ACCOUNT Income

Our total revenue for the six-months period year ended September 30, 2025 and for the Financial Year ended March 31, 2025, March 31, 2024 and March 31, 2023 were amounting to RS2,999.23 lakhs RS3,363.90 lakhs, RS3,700.36 lakhs & RS4,152.90 lakhs respectively. Our revenue comprises of:

Revenue from operations

Our revenue from operations comprises of revenue from Manufacturing of Pipes & Tubes and other operating revenue. Our revenue from operations accounted for 99.53%, 99.72%, 99.72% and 99.67% of our total income for the six-months period ended September 30, 2025 and for the financial years ended March 31, 2025, March 31,

2024 and March 31, 2023 respectively. Following the product bifurcation of our operating revenue based on the restated financial statement for the six-months period ended September 30, 2025 and for the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023:

Business product-wise bifurcation

(RS in lakhs)

Particular for the period	01.04.2025 - 30.09.2025		2024-25		2023-24		2022-23
	Amount	%	Amount	%	Amount	%	Amount	%
Seamless Tubes and Pipes	2,325.37	77.90%	2,545.28	75.87%	2,305.85	62.49%	2,718.85	65.68%
Finned Tubes	608.66	20.39%	716.66	21.36%	1,315.05	35.64%	1,401.71	33.86%
Other Operating Revenue	51.19	1.71%	92.69	2.76%	69.12	1.87%	18.75	0.45%
Total	2,985.21	100.00%	3,354.63	100.00%	3,690.02	100.00%	4,139.31	100.00%

Geography-wise bifurcation

Particular for the period	01.04.2025 - 30.09.2025		2024-25		2023-24		2022-23
	Amount	%	Amount	%	Amount	%	Amount	%
(A) Domestic
Andhra Pradesh	-	0.00%	-	0.00%	45.10	1.22%	-	0.00%
Assam	-	0.00%	57.07	1.70%	-	0.00%	2.11	0.05%
Chhattisgarh	63.36	2.12%	2.51	0.07%	-	0.00%	-	0.00%
Dadra and Nagar Haveli and Daman and Diu	-	0.00%	-	0.00%	35.42	0.96%	-	0.00%
Delhi	-	0.00%	0.78	0.02%	48.52	1.31%	46.25	1.12%
Goa	1.91	0.06%	-	0.00%	-	0.00%	-	0.00%
Gujarat	1,803.76	60.42%	1,948.89	58.10%	1,176.70	31.89%	933.25	22.55%
Haryana	48.84	1.64%	75.52	2.25%	126.94	3.44%	30.46	0.74%
Jharkhand	-	0.00%	0.12	0.00%	3.14	0.08%	-	0.00%
Karnataka	9.26	0.31%	34.63	1.03%	97.70	2.65%	55.55	1.34%
Kerala	137.95	4.62%	283.24	8.44%	317.07	8.59%	1,471.57	35.55%
Madhya Pradesh	197.58	6.62%	204.03	6.08%	28.28	0.77%	364.18	8.80%
Maharashtra	408.49	13.68%	221.59	6.61%	344.04	9.32%	328.24	7.93%
Rajasthan	54.56	1.83%	31.26	0.93%	11.57	0.31%	3.34	0.08%
Tamil Nadu	12.61	0.42%	126.29	3.76%	72.96	1.98%	56.33	1.36%
Telangana	6.23	0.21%	67.28	2.01%	2.49	0.07%	101.62	2.46%
Uttar Pradesh	5.16	0.17%	43.47	1.30%	29.36	0.80%	5.56	0.13%
West Bengal	-	0.00%	20.71	0.62%	50.90	1.38%	23.64	0.57%
Total (A)	2,749.71	92.11%	3,117.40	92.93%	2,390.19	64.77%	3,422.10	82.67%
(B) Export
Germany	58.19	1.95%	-	0.00%	-	0.00%	-	0.00%
Saudi Arabia	9.96	0.33%	10.79	0.32%	59.26	1.61%	60.31	1.46%
Sultanate of Oman	70.64	2.37%	6.74	0.20%	148.86	4.03%	52.99	1.28%
United Arab Emirates	50.56	1.69%	169.39	5.05%	567.42	15.38%	587.36	14.19%
United States of America	46.15	1.55%	49.02	1.46%	53.40	1.45%	-	0.00%
Bahrain	-	0.00%	1.28	0.04%	-	0.00%	-	0.00%
Spain	-	0.00%	-	0.00%	2.96	0.08%	-	0.00%
Jordan	-	0.00%	-	0.00%	66.48	1.80%	-	0.00%
Kuwait	-	0.00%	-	0.00%	388.33	10.52%	-	0.00%
Kingdom of Bahrain	-	0.00%	-	0.00%	-	0.00%	16.54	0.40%
Serbia	-	0.00%	-	0.00%	13.12	0.36%	-	0.00%
Total (B)	235.51	7.89%	237.22	7.07%	1,299.83	35.23%	717.20	17.33%
Total (A+B)	2,985.21	100.00%	3,354.63	100.00%	3,690.02	100.00%	4,139.31	100.00%

Other Income

Other income primarily comprises of interest income, dividend income, foreign exchange fluctuations, profit on sale of PPE and other miscellaneous income. Our other income accounted for 0.47%, 0.28%, 0.28% and 0.33% of our total income for the six-months period ended September 30, 2025 and for financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively.

Expenses

Our total expenses for the six-months period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 amounted to RS2,631.01 lakhs, RS3,005.72 lakhs, RS3,244.59 lakhs and RS3,752.46 lakhs respectively. Our expenses primarily consist of the following:

Cost of materials consumed

Cost of materials consumed consists of net raw material consumed adjusting the opening, purchases and closing stock of raw materials, which amounted to RS1,998.62 lakhs, 1,305.16 lakhs, RS2,129.67 lakhs and RS2,595.27 lakhs for the six-months period ended September 30, 2025 and for financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively.

Changes in inventories of work-in-progress, finished goods and stock-in-trade

Changes in inventories of work-in-progress, finished goods and stock-in-trade amounted to RS(217.99) lakhs, RS198.40 lakhs, RS(428.08) lakhs, RS(180.26) lakhs i.e. (7.27)%, 5.90%, (11.57)% and (4.34)% of the total income for the six-months period ended September 30, 2025 and for financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively.

Employee benefits expense

Employee benefits expenses consist of (i) salaries, wages and incentives, (iii) director remuneration & sitting fees, (iii) contributions to provident and other funds, (iv) bonus expense, (v) gratuity expense, (vi) staff welfare expense. Employee benefits expenses for the six-months period ended September 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 amounted to RS331.01 lakhs, RS603.73 lakhs, RS403.96 lakhs and RS342.71 lakhs which accounted to 11.04%, 17.95%, 10.92% and 8.25% of our total income respectively.

Finance Costs

Finance cost consists of financing cost on loan facilities and other related expenses such as interest expenses and other borrowing cost amounting to RS99.61 lakhs, RS193.54 lakhs, RS156.08 lakhs and RS149.60 lakhs for the six - months period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 which accounted to 3.32%, 5.75%, 4.22% and 3.60% of our total income respectively.

Depreciation and amortization

Depreciation represents depreciation on our property, plant and equipment and amortisation of intangible assets. Depreciation and amortization expense amounted to RS26.37 lakhs, RS47.25 lakhs, RS49.95 lakhs and RS47.93 lakhs for the six-months period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively which accounted to 0.88%, 1.40%, 1.35% and 1.15% of our total income respectively.

Other Expenses

Other expenses includes Direct expenses which consists of packing material, consumption of stores & consumables, freight inward expenses, power and fuel expense, freight outward expenses, other direct expenses; Establishment and Administration expenses which consists of advertisement and sales promotion expenses, rent rates and taxes, communication expenses, import/export related expense, professional fees and legal charges, payment to auditors, repairs and maintenance expenses, general expenses, interest on delayed payment to MSME suppliers, insurance expense, printing & stationary, travelling expenses, petrol and conveyance expenses amounted to RS393.38 lakhs, RS657.64 lakhs, RS933.02 lakhs and RS797.20 lakhs for the six -months period ended September 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively which accounted for 13.12%, 19.55%, 25.21% and 19.20% of our total income respectively.

Financial Year 2025 compared to Financial Year 2024

Total Income

Our total income decreased by (9.09) % from RS3,700.36 lakhs in financial year ended March 31, 2024 to RS3,363.90 lakhs in financial year ended March 31, 2025 primarily due to decrease in revenue from operations.

Revenue from operations

Our revenue from operations registered decline of (9.09) % from RS3,690.02 lakhs in financial year ended March 31, 2024 to RS3,354.63 lakhs in financial year ended March 31, 2025. The revenue mix has changed from 62.49% for seamless tubes and pipes in the financial year ended March 31, 2024 to 75.87% in the financial year ended March 31, 2025 and reduction in revenue share of finned tubes from 35.64% in the financial year ended March 31, 2024 to 21.36% in the financial year ended March 31, 2025. The share of other operating revenue has been increased from 1.87% in financial year ended March 31, 2024 to 2.76% in the financial year ended March 31, 2025.

Other Income

Other Income has decreased from RS10.34 lakhs in financial year ended March 31, 2024 to RS9.28 lakhs in financial year ended March 31, 2025. The Company has foreign exchange fluctuations amounting to RS5.87 lakhs in financial year ended March 31, 2024 which decreased to RS2.97 lakhs in financial year ended March 31, 2025. However, interest income on fixed deposit of the Company increased from RS2.28 lakhs in financial year ended March 31, 2024 to RS4.19 lakhs in financial year ended March 31, 2025.

Expenses

Total expenses decreased by (7.36) % from RS3,244.59 lakhs in financial year ended March 31, 2024 to RS3,005.72 lakhs in financial year ended March 31, 2025 primarily due to decrease in other expenses.

Cost of materials consumed

Cost of materials consumed decreased from RS2,129.67 lakhs in financial year ended March 31, 2024 to RS1,305.16 lakhs in financial year ended March 31, 2025. As a percentage to total income, cost of material decreased to 38.80% in financial year ended March 31, 2025 from 57.55% in financial year ended March 31, 2024.

Changes in inventories of finished goods, work-in-progress and stock in-trade

Changes in inventories of finished goods, work-in-progress and stock in-trade was RS198.40 lakhs in financial year ended March 31, 2025 and RS(428.08) lakhs in financial year ended March 31, 2024.

Employee Benefits Expense

Employee benefits expense increased by 49.45% from RS403.96 lakhs in financial year ended March 31, 2024 to RS603.73 lakhs in financial year ended March 31, 2025. As a percentage to total income, employee benefits expenses increased to 17.95% in financial year ended March 31, 2025 from 10.92% in financial year ended March 31, 2024.

Finance Costs

Finance costs for the financial year ended March 31, 2025 amounted to RS193.54 lakhs as compared to RS156.08 lakhs in financial year ended March 31, 2024 which is an increase of 24.00% primarily on account of increase in interest expenses. As a percentage to total income, finance costs increased to 5.75% in financial year ended March 31, 2025 from 4.22% in financial year ended March 31, 2024.

Depreciation and amortization

Depreciation and amortization expenses was RS47.25 lakhs in financial year ended March 31, 2025 as compared to RS49.95 lakhs in financial year ended March 31, 2024. As a percentage to total income, depreciation and amortization expenses increased to 1.40% in financial year ended March 31, 2025 from 1.35% in financial year ended March 31, 2024.

Other Expenses

Other expenses decreased by (29.52) % from RS933.02 lakhs in financial year ended March 31, 2024 to RS657.64 lakhs in financial year ended March 31, 2025. This decrease on Y-o-Y basis is primarily on account of decrease in direct expenses from RS680.53 lakhs in financial year ended March 31, 2024 to RS459.68 lakhs in financial year ended March 31, 2025. Direct expenses comprise of packing material, consumption of stores & consumables, freight inward expenses, power and fuel expenses, freight outward expenses and other direct expenses. Further, professional fees and legal charges decreased from RS55.31 lakhs in financial year ended March 31, 2024 to RS40.70 lakhs in financial year ended March 31, 2025; Repairs and Maintenance decreased from RS49.01 lakhs in financial year ended March 31, 2024 to RS31.67 lakhs in financial year ended March 31, 2025; General Expense increased from RS26.51 lakhs in financial year ended March 31, 2024 to RS32.21 lakhs in financial year ended March 31, 2025 and Travelling Expense decreased from RS28.79 lakhs in financial year ended March 31, 2024 to RS23.65 lakhs in financial year ended March 31, 2025.

Financial Year 2024 compared to Financial Year 2023

Total Income

Our total income decreased by (10.90) % from RS4,152.90 lakhs in financial year ended March 31, 2023 to RS3,700.36 lakhs in financial year ended March 31, 2024 primarily due to decrease in revenue from operations.

Revenue from operations

Our revenue from operations decreased by (10.85) % from RS4,139.31 lakhs in financial year ended March 31, 2023 to RS3,690.02 lakhs in financial year ended March 31, 2024. The revenue mix has changed from 65.68% for seamless tubes and pipes in the financial year ended March 31, 2023 to 62.49% in the financial year ended March 31, 2024 and increase in revenue share of finned tubes from 33.86% in the financial year ended March 31, 2023 to 35.64% in the financial year ended March 31, 2024. The share of other operating revenue has been increased from 0.45% in financial year ended March 31, 2023 to 1.87% in the financial year ended March 31, 2024.

Other Income

Other income reduced from RS13.59 lakhs in financial year ended March 31, 2023 to RS10.34 lakhs in financial year ended March 31, 2024.

Expenses

Total expenses decreased by (13.53) % from RS3,752.46 lakhs in financial year ended March 31, 2023 to RS3,244.59 lakhs in financial year ended March 31, 2024 primarily due to decrease in cost of material consumed.

Cost of materials consumed

Cost of materials consumed decreased from RS2,595.27 lakhs in financial year ended March 31, 2023 to RS2,129.67 lakhs in financial year ended March 31, 2024. As a percentage to total income, cost of material consumed decreased to 57.55% in financial year ended March 31, 2024 from 62.49% in financial year ended March 31, 2023.

Changes in inventories of finished goods, work-in-progress and stock in-trade

Changes in inventories of finished goods, work-in-progress and stock in-trade was RS(428.08) lakhs in financial year ended March 31, 2024 and RS(180.26) lakhs in financial year ended March 31, 2023.

Employee Benefits Expense

Our employee benefits expense increased by 17.87% from RS342.71 lakhs in financial year ended March 31, 2023 to RS403.96 lakhs in financial year ended March 31, 2024. As a percentage to total income, employee benefits expenses increased to 10.92% in the financial year ended March 31, 2024 from 8.25% in financial year ended March 31, 2023.

Finance Costs

Financial costs for the financial year ended March 31, 2024 amounted to RS156.08 lakhs as compared to RS149.60 lakhs in financial year ended March 31, 2023 which is an increase of 4.33% primarily on account of increase in other borrowing cost. As a percentage to total income, finance costs increased to 4.22% in the financial year ended March 31, 2024 from 3.60% in financial year ended March 31, 2023.

Depreciation and amortization

Depreciation and amortization expenses increased from RS47.93 lakhs in financial year ended March 31, 2023 to RS49.95 lakhs in financial year ended March 31, 2024. As a percentage to total income, depreciation and amortization expenses increased to 1.35% in the financial year ended March 31, 2024 from 1.15% in financial year ended March 31, 2023.

Other Expenses

Other expenses increased by 17.04% from RS797.20 lakhs in financial year ended March 31, 2023 to RS933.02 lakhs in financial year ended March 31, 2024. This increase on Y-o-Y basis is primarily on account of increase in direct expenses from RS562.04 lakhs in financial year ended March 31, 2023 to RS680.53 lakhs in financial year ended March 31, 2024. Direct expenses comprise of packing material, consumption of stores & consumables, freight inward expenses, power and fuel expenses, freight outward expenses and other direct expenses. Further, professional fees and legal charges increased from RS38.44 lakhs in financial year ended March 31, 2023 to RS55.31 lakhs in financial year ended March 31, 2024; Repairs and Maintenance increased from RS42.51 lakhs in financial

year ended March 31, 2023 to RS49.01 lakhs in financial year ended March 31, 2024; General Expense increased from RS16.44 lakhs in financial year ended March 31, 2023 to RS26.51 lakhs in financial year ended March 31, 2024 and Travelling Expense decreased from RS34.43 lakhs in financial year ended March 31, 2023 to RS28.79 lakhs in financial year ended March 31, 2024.

CASH FLOWS

The following table sets forth our cash flows for the period indicated:

(RS in lakhs)

Particulars for the period	01.04.2025 - 30.09.2025	2024-25	2023-24	2022-23
Net cash flow from/ (used in) operating activities	(149.42)	(331.00)	150.72	256.41
Net cash flow from/ (used in) investing activities	(10.17)	(105.63)	(114.41)	(23.71)
Net cash flow from/ (used in) financing activities	118.84	531.46	(36.98)	(212.51)
Net increase/(decrease) in cash and cash equivalents	(40.74)	94.82	(0.67)	20.19
Opening Balance	156.85	62.03	62.70	42.51
Closing Balance	116.11	156.85	62.03	62.70
Cash And Cash Equivalents Comprise:
Cash on hand	18.76	13.06	18.23	12.74
Balance with Banks
Current Account	0.73	0.53	-	0.05
Others
Balances with banks to the extent held as margin money or security	96.61	143.25	43.80	49.91
Total Cash Balance	116.11	156.85	62.03	62.70

Operating Activities

Six-months period ended September 30, 2025

Our net cash used in operating activities was RS(149.42) lakhs for the six-months period ended September 30, 2025. Our operating profit before changes in working capital changes was RS484.18 lakhs which was adjusted against changes in inventories, trade receivables, short-term loans & advances, other current assets, other non-current assets, trade payables, other current liabilities, long-term provisions and short-term provisions by RS(369.82) lakhs, RS(176.84) lakhs, RS(1.66) lakhs, RS16.75 lakhs, RS22.89 lakhs, ^11.70 lakhs, RS(143.25) lakhs, RS6.13 lakhs and RS1.82 lakhs respectively and income tax adjustment of RS(1.32) lakhs.

Financial Year 2024-25

Our net cash used in operating activities was RS(331.00) lakhs for the financial year ended March 31, 2025. Our operating profit before changes in working capital changes was RS569.72 lakhs which was adjusted against changes in inventories, trade receivables, short-term loans & advances, other current assets, other non-current assets, trade payables, other current liabilities, long-term provisions and short-term provisions by RS(757.80) lakhs, RS(757.04) lakhs, RS(22.81) lakhs, RS40.19 lakhs, RS(29.95) lakhs, RS(420.14) lakhs, RS258.20 lakhs, RS3.42 lakhs and RS(14.73)

lakhs respectively and income tax adjustment of RS(40.36) lakhs.

Financial Year 2023-24

Our net cash used in operating activities was RS150.72 lakhs for the financial year ended March 31, 2024. Our operating profit before changes in working capital changes was RS631.10 lakhs which was adjusted against changes in inventories, trade receivables, short-term loans & advances, other current assets, other non-current assets, trade payables, other current liabilities, long-term provisions and short-term provisions by RS(474.80) lakhs, RS286.09 lakhs, RS20.02 lakhs, RS(66.17) lakhs, RS(29.80) lakhs, RS(128.92) lakhs, RS(8.41) lakhs, RS1.57 lakhs and RS23.87 lakhs respectively and income tax adjustment of RS(103.84) lakhs.

Financial Year 2022-23

Our net cash generated in operating activities was RS256.41 lakhs for the financial year ended March 31, 2023. Our operating profit before changes in working capital changes was RS580.29 lakhs which was adjusted against changes in inventories, trade receivables, short-term loans & advances, other current assets, other non-current assets, trade payables, other current liabilities, long-term provisions and short-term provisions by RS(493.28) lakhs, RS(229.68) lakhs, RS17.49 lakhs, RS13.94 lakhs, RS(35.62) lakhs, RS403.91 lakhs, RS16.07 lakhs, RS4.72 lakhs and RS3.08 lakhs respectively and income tax adjustment of RS(24.50) lakhs.

Investing Activities

Six-months period ended September 30, 2025

Our net cash used in investing activities was RS(10.17) lakhs for the six-months period ended September 30, 2025. It was on account of interest income of RS2.79 lakhs and purchase of fixed assets of RS(12.96) lakhs.

Financial Year 2024-25

Our net cash used in investing activities was RS(105.63) lakhs for the financial year ended March 31, 2025. It was on account of interest income of RS4.19 lakhs, sale of fixed assets RS2.73 lakhs and purchase of fixed assets of ^(112.55) lakhs.

Financial Year 2023-24

Our net cash used in investing activities was ^(114.41) lakhs for the financial year ended March 31, 2024. It was on account of interest income of RS2.28 lakhs and purchase of fixed assets of ^(116.69) lakhs.

Financial Year 2022-23

Our net cash used in investing activities was RS(23.71) lakhs for the financial year ended March 31, 2023. It was on account of interest income of RS2.01 lakhs and purchase of fixed assets of RS(25.73) lakhs.

Financing Activities

Six-months period ended September 30, 2025

Net cash generated in financing activities for the six-months period ended September 30, 2025 was ^118.84 lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and shortterm borrowings amounting to RS227.50 lakhs, RS(208.41) lakhs and RS192.13 lakhs and finance cost of RS(92.38) lakhs.

Financial Year 2024-25

Net cash generated in financing activities for the financial year ended March 31, 2025 was RS531.46 lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and short-term borrowings amounting to RS1,136.03 lakhs, RS(222.23) lakhs and RS(213.70) lakhs and finance cost of RS(168.65) lakhs.

Financial Year 2023-24

Net cash generated in financing activities for the financial year ended March 31, 2024 was RS(36.98) lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and short-term borrowings amounting to RS43.00 lakhs, RS(172.32) lakhs and RS220.00 lakhs and finance cost of RS(127.66) lakhs.

Financial Year 2022-23

Net cash generated in financing activities for the financial year ended March 31, 2023 was RS(212.51) lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and short-term borrowings amounting to RS66.30 lakhs, RS(128.03) lakhs and RS(16.84) lakhs and finance cost of RS(133.94) lakhs.

Contingent Liabilities

Following is the summary of the contingent liabilities of the Company as at September 30, 2025:

Particulars	t in lakhs
Bank Guarantee	64.21
Goods and Service Tax*	29.28
Obligation to Export against Import	-

*Demands pertaining to GST

(i) GST outstanding demand bearing demand reference ID ZD240124084654G amounting to T15.06 lakhs under section 74 for tax period April 2018 to March 2019. Our Company has filed an appeal against the said demand.

(ii) GST outstanding demand reference ID ZD2401240847289 amounting to T14.22 lakhs under section 74 for tax period April 2019 to March 2020. Our Company has filed an appeal against the said demand;

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal course of business, we are exposed to certain market risks including interest rate risk, liquidity risk and credit risk. We focus to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on our financial performance.

Interest rate risk

Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our operations are funded to a certain extent by borrowings. Our current loan facilities carry interest at variable rates as well as fixed rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost of funding. There can be no assurance that we will be able to do so on commercially reasonable terms, that our counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.

Liquidity risk

Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk is managed by us through effective fund management of the Company s short, medium and long-term funding and liquidity management requirements. Our Company employee prudent liquidity risk management practices by maintaining adequate reserves, banking facilities and other committed borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Credit Risk

Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our Company s trade and other receivables, cash and cash equivalents and other bank balances. To manage this, we periodically assesses financial creditworthiness of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount. However, there can be no assurance that our counterparties may not default on their obligations, which may adversely affect our business and financial condition.

Trade and other receivables from customers

Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. Our Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates.

Cash and cash equivalents

The cash and cash equivalents are held with bank with good credit ratings and financial institution counterparties with good market standing.

Material Frauds

There are no material frauds committed against our Company in the last three financials year.

Disclosure under Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations

A. Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

Except as described elsewhere in this Draft Prospectus, there have been no events or transactions to our knowledge which may be described as unusual or infrequent .

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

Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

There are no significant economic changes that materially affected our Company s operations or are likely to affect income except as mentioned in the section titled Risk Factors beginning on page 33 of this Draft Prospectus.

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

Other than as described in the section titled Risk Factors and Management Discussion and Analysis of Financial Conditions and Results of Operations beginning on page 33 and respectively of this Draft Prospectus, to our knowledge there are no known trends or uncertainties that have or are expected to have a material adverse impact on our income from continuing operations.

D. Expected future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known

Other than as described in the section titled Risk Factors and Management Discussion and Analysis of Financial Conditions and Results of Operations beginning on page 33 and respectively of this Draft Prospectus, there are no known factors to our knowledge which would have a material adverse impact on the relationship between costs and income of our Company. Our Company s future costs and revenues will be determined by demand/supply situation, government policies and other economic factors.

E. The 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

For details, please see the section Basis for Issue Price on page 121 and the section titled Revenue from operations under the section Principal Components of our Statement of Profit and Loss Account on page of this Draft Prospectus.

F. Total turnover of each major industry segment in which the issuer operated

For details, please see the section titled Revenue from operations under the section Principal Components of our Statement of Profit and Loss Account on page of this Draft Prospectus.

G. Status of any publicly announced new products or business segment

Except as disclosed in this Draft Prospectus, we have not announced and do not expect to announce in the near future any new products/ services or business segment.

H. The extent to which business is seasonal

Our business is not subject to seasonal variations.

I. Any significant dependence on a single or few suppliers or customers

Revenues from any particular customer may vary between financial reporting periods depending on the nature and term of ongoing contracts with such customer.

The table below sets forth our revenue from our top 1, 3, 5 and 10 customers of our Company as a percentage of our revenue from operations for the six-months period ended September 30, 2025 and financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as below:

(RS in lakhs)

Particulars for the period	01.04.2025 - 30.09.2025		2024-25		2023-24		2022-23
	Amount	%	Amount	%	Amount	%	Amount	%
Top 1 Customer	508.39	17.03%	477.83	14.24%	314.75	8.53%	1,471.57	35.55%
Top 3 Customers	1,122.22	37.59%	1,060.88	31.62%	823.86	22.33%	2,004.66	48.43%
Particulars for the period	01.04.2025 - 30.09.2025		2024-25		2023-24		2022-23
	Amount	%	Amount	%	Amount	%	Amount	%
Top 5 Customers	1,516.55	50.80%	1,475.62	43.99%	1,214.95	32.93%	2,350.61	56.79%
Top 10 Customers	2,140.84	71.71%	2,067.29	61.62%	1,747.55	47.36%	2,912.55	70.36%

% depicts share of customers as a % of Revenue from customers.

The table set forth our supplier dependence of top 1, 3, 5 and 10 suppliers of our Company as a percentage of our purchase of raw material for the six-months period ended September 30, 2025 and financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as below:

(RS in lakhs)

Particulars for the period	01.04.2025 - 30.09.2025		2024-25		2023-24		2022-23
	Amount	%	Amount	%	Amount	%	Amount	%
Top 1 Supplier	657.57	30.61%	460.01	20.47%	252.16	11.67%	661.72	22.86%
Top 3 Suppliers	1,431.21	66.62%	1,251.56	55.70%	714.15	33.06%	1,283.34	44.33%
Top 5 Suppliers	1,797.17	83.65%	1,487.85	66.22%	1,063.61	49.24%	1,643.18	56.76%
Top 10 Suppliers	2,031.30	94.55%	1,826.82	81.30%	1,472.08	68.15%	2,257.57	77.98%

% depicts share of suppliers as a % ofpurchase of raw materials J. Competitive conditions

We expect competition in our business from existing and potential competitors to intensify. We face competition from both organised and unorganised players in the market. We believe our expertise and quality service offerings with distinguished experience will be key to overcome competition posed by such players. We believe that the principal factors affecting competition in our business include client relationships, reputation, and the quality and pricing of our services.

Related Party Transactions

We have entered into transactions with certain related parties, including certain former and current Directors and company secretary, relatives of Directors, other Key Managerial Personnel of our Company, their relatives, enterprises owned or influenced by such key managerial personnel. In particular, we have entered into various transactions with such parties in relation to, amongst others, remuneration, loans, purchase and sales of goods, interest expenses, etc.

(RS in lakhs)

Particulars for the period	01.04.2025 - 30.09.2025	2024-25	2023-24	2022-23
Related Party - Asset transactions	-	-	-	-
as a % of Total Assets	0.00%	0.00%	0.00%	0.00%
Related Party - Borrowings availed/(Repaid) (Net)	182.67	32.85	(90.94)	43.80
as a % of Total borrowings	7.83%	1.55%	-6.40%	3.31%
Related Party - Revenue transactions	-	-	6.59	5.40
as a % of Total income	0.00%	0.00%	0.18%	0.13%
Related Party - Expense transactions	95.00	449.83	63.44	170.27
as a % of Total expenses	3.61%	14.97%	1.96%	4.54%
Related Party - Issue of Equity	-	-	-	-
as a % of Total equity	0.00%	0.00%	0.00%	0.00%

For further information relating to our related party transactions see Financial Information of the Company on page 233 of this Draft Prospectus.

Material Developments subsequent to last Audited Balance Sheet

After the date of last Audited accounts i.e. September 30, 2025, the Directors of our Company confirm that, there

have not been any significant material developments except mentioned below:

1. Our Company has approved audited financial statements of the Company for the six-months period ended September 30, 2025 in the Board Meeting held on January 20, 2026.

2. Our Company has approved Restated Financial Statements for the six-months period ended September 30, 2025 and financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 in the Board Meeting held on January 20, 2026.

3. Our Company has issued bonus equity shares on December 5, 2025, aggregating to 83,21,440 equity shares of face value RS10 each, in the ratio of 80:1, i.e., 80 bonus equity shares for every one equity share held by the shareholders.

4. Appointment of Mr. Kedar Choksi, Managing Director, as the Chairman of the Company with effect from December 5, 2025.

5. Appointment of Mr. Jitendra N Donga as the Chief Financial Officer (CFO) with effect from November 10, 2025.

6. Appointment of Ms. Kinjal Jain as the Company Secretary and Compliance Officer with effect from November 01, 2025.

7. Appointment of Mr. Hemal Shah, Ms. Paula Shah and Mr. Sahil Bazari as Non- Executive Independent Directors with effect November 10, 2025.