Anand Seamless Ltd Management Discussions

You should read the following discussion of our financial condition and results of operations together with our restated financial information as of for the financial year ended March 31, 2026, March 31, 2025 and March 31, 2024, 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 230 of this 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 20 and 22 respectively, of this 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 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 Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with the Companies Act, Indian GAAP and the SEBI

ICDR Regulations. Any reliance on the financial disclosure in this 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 manufacturing facility located 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 154 of this

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 22 of this 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 Indias 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 230 of this 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 and financial years ended March 31, 2026, March 31, 2025 and March 31, 2024:

( in lakhs)

	2025-26		2024-25		2023-24
Particulars for the period	Amount	% of Total Revenue	Amount	% of Total Revenue	Amount	% of Total Revenue
Revenue From Operations	5,600.36	99.70%	3,354.63	99.72%	3,690.02	99.72%
Other Income	17.07	0.30%	9.28	0.28%	10.34	0.28%
Total Revenue (I)	5,617.43	100.00%	3,363.90	100.00%	3,700.36	100.00%
Cost of Material Consumed	4,318.52	76.88%	1,305.16	38.80%	2,129.67	57.55%
Changes in inventories of finished goods work-in-progress and Stock in-Trade	(1,152.26)	-20.51%	198.40	5.90%	(428.08)	-11.57%
Employee Benefits Expenses	610.66	10.87%	603.73	17.95%	403.96	10.92%
Finance Costs	242.00	4.31%	193.54	5.75%	156.08	4.22%
Depreciation and Amortization Expense	52.98	0.94%	47.25	1.40%	49.95	1.35%
Other Expenses	801.42	14.27%	657.64	19.55%	933.02	25.21%
Total Expenses (II)	4,873.32	86.75%	3,005.72	89.35%	3,244.59	87.68%
Profit before tax (III = I-II)	744.11	13.25%	358.19	10.65%	455.77	12.32%
Tax Expense
- Current Tax	188.81	3.36%	97.80	2.91%	124.58	3.37%
- Deferred Tax	7.54	0.13%	(4.66)	-0.14%	(5.19)	-0.14%
Tax Expense for the year (IV)	196.35	3.50%	93.14	2.77%	119.39	3.23%
Profit (Loss) for the period (V = III-IV)	547.76	9.75%	265.05	7.88%	336.38	9.09%

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 584.38 lakhs, translating into an EBITDA margin of 14.12%, while PAT stood at 288.94 lakhs with a PAT margin of 6.96%.

In FY 2023-24, revenue from operations of the Company was moderated to 3,690.02 lakhs, with seamless tubes and pipes contributed to ~63% of revenue from operations. With the objective of improving profitability margins and diversifying its revenue base, the Company focused on expanding its presence in international markets. As a result, export sales contributed ~35% of the Companys revenue during the year. However, as these international markets were relatively new for the Company, it experienced a marginal decline in the overall volume of products sold. The decline in turnover was further impacted by unfavourable commodity price movements, which led to lower realizations during the year. Nevertheless, export orders generally yielded relatively higher margins compared to domestic tender-based orders, which enabled the Company to improve its profitability. Accordingly, the Company reported improved EBITDA of 651.46 lakhs, representing an EBITDA margin of 17.65%, while

PAT increased to 336.38 lakhs with a PAT margin of 9.09%.

In FY 2024-25, the Company was able to achieve revenue from operations of 3,354.63 lakhs, registering a decline of ~9% on y-o-y basis. The Company recorded a recovery in sales volumes. However, due to adverse pricing trends and lower realizations during the year, the revenue in value terms continued to decline. 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, the Company was able to maintain stable operating profitability. This was primarily attributable to optimized procurement strategies, operational efficiencies in manufacturing processes, and better control over expenses. As a result, the Company reported EBITDA margins of 17.58%. However, due to higher finance costs during the year, PAT stood at 265.05 lakhs with a PAT margin of 7.88%.

In FY 2025-26, with the expertise of our key management personnel, project management and operations team, the revenue from operations of the Company stood at 5,600.36 lakhs registering a growth of ~67%. The share of seamless tubes and pipes has decreased to ~67% of the revenue from operations, with the domestic sales contributing to ~95% of revenue from operations. The EBITDA was 1,022.03 lakhs i.e. EBITDA margin of 18.25%. The Companys profitability during this period was supported by improved capacity utilization and operational efficiencies driven by the expertise of its key managerial personnel, project management, and operations team. Consequently, the PAT margin improved to 9.75% compared to historical periods, despite the impact of finance costs and statutory depreciation.

Overall, the decline in the revenue from operations is on account of the price reduction in the commodity market and not because of the decline in the business activity of the Company. Further, as the business activity was on increasing pace and in addition improved procurement strategies, better vendor negotiations and cost rationalisation contributed to the profit margins.

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS ACCOUNT

Income

Our total revenue for the Financial Year ended March 31, 2026, March 31, 2025 and March 31, 2024 were amounting to 5,617.43 lakhs 3,363.90 lakhs and 3,700.36 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 99.70%, 99.72% and 99.72% of our total income for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively.

The Company deals in the commodity products, the prices of which highly fluctuating as the same is directly linked with the commodity market. There has been decline in the revenue from operations over the financial year, however, the same was not on account reduction in the business activity but due to reduction in the prices of finished goods. Looking to the quantitative details year wise, there is increase of business activity over a period of three years. Further, for the year ended March 31, 2026, there is increase in terms of quantity as well as revenue from operations both.

Please find below snapshot of revenue from operations (in value and quantity terms) of the Company over the financial year ended March 31, 2026, March 31, 2025 and March 31, 2024:

	As at/for the period/financial year ended
Particulars	March 31, 2026	March 31, 2025	March 31, 2024
Revenue from Operations ( in lakhs)	5,600.36	3,354.63	3,690.02
Year-on-Year Growth (%)	66.94%	-9.09%	-10.85%
Sales of Finished Goods (Tonnes)	2,658.38	2,148.68	1,843.13
Year-on-Year Growth (%)	23.72%	16.58%	-5.67%

Following the product bifurcation of our operating revenue based on the restated financial statement for the financial years ended on March 31, 2026, March 31, 2025, and March 31, 2024:

Business product-wise bifurcation

						( in lakhs)
Particular for the period	2025-26		2024-25			2023-24
	Amount	%	Amount	%	Amount	%
Seamless Tubes and Pipes	3,737.77	66.74%	2,545.28	75.87%	2,305.85	62.49%
Finned Tubes	1,752.72	31.30%	716.66	21.36%	1,315.05	35.64%
Other Operating Revenue	109.87	1.96%	92.69	2.76%	69.12	1.87%
Total	5,600.36	100.00%	3,354.63	100.00%	3,690.02	100.00%

Geography-wise bifurcation

						( in lakhs)
	2025-26		2024-25		2023-24
Particular for the period	Amount	%	Amount	%	Amount	%
(A) Domestic
Andhra Pradesh	-	0.00%	-	0.00%	45.10	1.22%
Assam	-	0.00%	57.07	1.70%	-	0.00%
Chhattisgarh	67.68	1.21%	2.51	0.07%	-	0.00%
Dadra and Nagar Haveli
	-	0.00%	-	0.00%	35.42	0.96%
and Daman and Diu
Delhi	-	0.00%	0.78	0.02%	48.52	1.31%
Goa	1.91	0.03%	-	0.00%	-	0.00%
Gujarat	3,051.74	54.49%	1,948.89	58.10%	1,176.70	31.89%
Haryana	157.81	2.82%	75.52	2.25%	126.94	3.44%
Jharkhand	-	0.00%	0.12	0.00%	3.14	0.08%
Karnataka	20.66	0.37%	34.63	1.03%	97.70	2.65%
Kerala	249.95	4.46%	283.24	8.44%	317.07	8.59%
Madhya Pradesh	319.99	5.71%	204.03	6.08%	28.28	0.77%
Maharashtra	993.61	17.74%	221.59	6.61%	344.04	9.32%
Meghalaya	2.06	0.04%	-	0.00%	-	0.00%
Odisha	14.41	0.26%	-	0.00%	-	0.00%

Rs

	2025-26		2024-25		2023-24
Particular for the period
	Amount	%	Amount	%	Amount	%
Rajasthan	75.45	1.35%	31.26	0.93%	11.57	0.31%
Tamil Nadu	84.53	1.51%	126.29	3.76%	72.96	1.98%
Telangana	131.71	2.35%	67.28	2.01%	2.49	0.07%
Uttar Pradesh	27.60	0.49%	43.47	1.30%	29.36	0.80%
West Bengal	112.76	2.01%	20.71	0.62%	50.90	1.38%
Total (A)	5,311.88	94.85%	3,117.40	92.93%	2,390.19	64.77%
(B) Export
Germany	58.68	1.05%	-	0.00%	-	0.00%
Saudi Arabia	37.98	0.68%	10.79	0.32%	59.26	1.61%
Sultanate of Oman	71.26	1.27%	6.74	0.20%	148.86	4.03%
United Arab Emirates	74.00	1.32%	169.39	5.05%	567.42	15.38%
United States of America	46.56	0.83%	49.02	1.46%	53.40	1.45%
Bahrain	-	0.00%	1.28	0.04%	-	0.00%
Spain	-	0.00%	-	0.00%	2.96	0.08%
Jordan	-	0.00%	-	0.00%	66.48	1.80%
Kuwait	-	0.00%	-	0.00%	388.33	10.52%
Kingdom of Bahrain	-	0.00%	-	0.00%	-	0.00%
Serbia	-	0.00%	-	0.00%	13.12	0.36%
Total (B)	288.48	5.15%	237.22	7.07%	1,299.83	35.23%
Total (A+B)	5,600.36	100.00%	3,354.63	100.00%	3,690.02	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 0.30%, 0.28% and 0.28% of our total income for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively.

Expenses

Our total expenses for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 amounted to 4,873.32 lakhs, 3,005.72 lakhs and 3,244.59 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 4,318.52 lakhs, 1,305.16 lakhs, and 2,129.67 lakhs for the financial years ended March 31, 2026, March 31, 2025, and March 31, 2024 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 (1,152.26) lakhs, 198.40 lakhs, (428.08) lakhs i.e. (20.51)%, 5.90%, and (11.57)% of the total income for the financial years

ended March 31, 2026, March 31, 2025, and March 31, 2024 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 financial years ended March 31, 2026, March 31, 2025, and March 31, 2024 amounted to 610.66 lakhs, 603.73 lakhs, and 403.96 lakhs which accounted to 10.87%, 17.95%, and 10.92% 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 242.00 lakhs, 193.54 lakhs, and 156.08 lakhs for the financial years ended

March 31, 2026, March 31, 2025, and March 31, 2024 which accounted to 4.31%, 5.75%, and 4.22% 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 52.98 lakhs, 47.25 lakhs, and 49.95 lakhs for the financial years ended March 31, 2026, March 31, 2025, and March 31, 2024 respectively which accounted to 0.94%, 1.40%, and 1.35% 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 801.42 lakhs, 657.64 lakhs and 933.02 lakhs for the financial years ended March 31, 2026, March 31, 2025, and March 31, 2024 respectively which accounted for 14.27%, 19.55%, and 25.21% of our total income respectively.

Financial Year 2026 compared to Financial Year 2025

Total Income

Our total income increased by 66.99% from 3,363.90 lakhs in financial year ended March 31, 2025 to 5,617.43 lakhs in financial year ended March 31, 2026 to primarily due to decrease in revenue from operations.

Revenue from operations

Our revenue from operations registered increase of 66.94% from 3,354.63 lakhs in financial year ended March 31, 2025 to 5,600.36 lakhs in financial year ended March 31, 2026. The revenue mix has changed from 75.87% for seamless tubes and pipes in the financial year ended March 31, 2025 to 66.74% in the financial year ended March 31, 2026 and increase in revenue share of finned tubes from 21.36% in the financial year ended March 31, 2025 to 31.30% in the financial year ended March 31, 2026. The share of other operating revenue has been decreased from 2.76% in financial year ended March 31, 2025 to 1.96% in the financial year ended March 31, 2026.

Other Income

Other Income has increased from 9.28 lakhs in financial year ended March 31, 2025 to 17.07 lakhs in financial year ended March 31, 2026. The Company has foreign exchange fluctuations amounting to 2.97 lakhs in financial year ended March 31, 2025 which decreased to 2.45 lakhs in financial year ended March 31, 2026. However, interest income from others increased from 1.84 lakhs in financial year ended March 31, 2025 to 10.22 lakhs in financial year ended March 31, 2026.

Expenses

Total expenses increased by 62.14% from 3,005.72 lakhs in financial year ended March 31, 2025 to 4,873.32 lakhs in financial year ended March 31, 2026 primarily due to decrease in operations of the Company.

Cost of materials consumed

Cost of materials consumed increased from 1,305.16 lakhs in financial year ended March 31, 2025 to 4,318.52 lakhs in financial year ended March 31, 2026. As a percentage to total income, cost of material consumed increased to 76.88% in financial year ended March 31, 2026 from 38.80% in financial year ended March 31, 2025.

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 (1,152.26) lakhs in financial year ended March 31, 2026 and 198.40 lakhs in financial year ended March 31, 2025.

Employee Benefits Expense

Employee benefits expense increased by 1.15% from 603.73 lakhs in financial year ended March 31, 2025 to

610.66 lakhs in financial year ended March 31, 2026. As a percentage to total income, employee benefits expenses decreased to 10.87% in financial year ended March 31, 2026 from 17.95% in financial year ended March 31, 2025.

Finance Costs

Finance costs for the financial year ended March 31, 2026 amounted to 242.00 lakhs as compared to 193.54 lakhs in financial year ended March 31, 2025 which is an increase of 25.04% primarily on account of increase in interest expenses. As a percentage to total income, finance costs decreased to 4.31% in financial year ended March 31, 2026 from 5.75% in financial year ended March 31, 2025.

Depreciation and amortization

Depreciation and amortization expenses was 52.98 lakhs in financial year ended March 31, 2026 as compared to 47.25 lakhs in financial year ended March 31, 2025. As a percentage to total income, depreciation and amortization expenses increased to 0.94% in financial year ended March 31, 2026 from 1.40% in financial year ended March 31, 2025.

Other Expenses

Other expenses increased by 21.86% from 657.64 lakhs in financial year ended March 31, 2025 to 801.42 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 439.68 lakhs in financial year ended March 31, 2025 to 462.45 lakhs in financial year ended March 31, 2026. 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, Rent, rates and taxes increased from 35.45 lakhs in financial year ended March 31, 2025 to 149.25 lakhs in financial year ended March 31, 2026; payment to auditors increased from 0.80 lakhs in financial year ended March 31, 2025 to 4.66 lakhs in the financial year ended March 31, 2026; General Expense increased from 32.21 lakhs in financial year ended March 31, 2025 to 42.76 lakhs in financial year ended March 31, 2026 and Insurance

Expense increased from 4.83 lakhs in financial year ended March 31, 2025 to 9.94 lakhs in financial year ended

March 31, 2026.

Financial Year 2025 compared to Financial Year 2024

Total Income

Our total income decreased by (9.09) % from 3,700.36 lakhs in financial year ended March 31, 2024 to 3,363.90 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 3,690.02 lakhs in financial year ended March 31, 2024 to 3,354.63 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 10.34 lakhs in financial year ended March 31, 2024 to 9.28 lakhs in financial year ended March 31, 2025. The Company has foreign exchange fluctuations amounting to 5.87 lakhs in financial year ended March 31, 2024 which decreased to 2.97 lakhs in financial year ended March 31, 2025. However, interest income on fixed deposit of the Company increased from 2.28 lakhs in financial year ended March 31, 2024 to 4.19 lakhs in financial year ended March 31, 2025.

Expenses

Total expenses decreased by (7.36) % from 3,244.59 lakhs in financial year ended March 31, 2024 to 3,005.72 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 2,129.67 lakhs in financial year ended March 31, 2024 to 1,305.16 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 198.40 lakhs in financial year ended March 31, 2025 and (428.08) lakhs in financial year ended March 31, 2024.

Employee Benefits Expense

Employee benefits expense increased by 49.45% from 403.96 lakhs in financial year ended March 31, 2024 to 603.73 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 193.54 lakhs as compared to 156.08 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 47.25 lakhs in financial year ended March 31, 2025 as compared to 49.95 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 933.02 lakhs in financial year ended March 31, 2024 to 657.64 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 680.53 lakhs in financial year ended March 31, 2024 to 439.68 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 55.31 lakhs in financial year ended March 31, 2024 to 40.70 lakhs in financial year ended March 31, 2025; Repairs and Maintenance decreased from 49.01 lakhs in financial year ended March 31, 2024 to 31.67 lakhs in financial year ended March 31, 2025; General Expense increased from 26.51 lakhs in financial year ended March 31, 2024 to 32.21 lakhs in financial year ended March 31, 2025 and Travelling Expense decreased from 28.79 lakhs in financial year ended March 31, 2024 to 23.65 lakhs in financial year ended March 31, 2025.

CASH FLOWS

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

			( in lakhs)
Particulars for the period	2025-26	2024-25	2023-24
Net cash flow from/ (used in) operating activities	(557.06)	(331.00)	150.72
Net cash flow from/ (used in) investing activities	(17.04)	(105.63)	(114.41)
Net cash flow from/ (used in) financing activities	463.79	531.46	(36.98)
Net increase/(decrease) in cash and cash equivalents	(110.32)	94.82	(0.67)
Opening Balance	156.85	62.03	62.70
Closing Balance	46.53	156.85	62.03
Cash And Cash Equivalents Comprise:
Cash on hand	18.06	13.06	18.23
Balance with Banks
Particulars for the period	2025-26	2024-25	2023-24
Current Account	1.65	0.53	-
Others
Balances with banks to the extent held as margin money or security	26.82	143.25	43.80
Total Cash Balance	46.53	156.85	62.03

Operating Activities

Financial Year 2025-26

Our net cash used in operating activities was (557.06) lakhs for the financial year ended March 31, 2026. Our operating profit before changes in working capital changes was 1,015.69 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 (1,339.75) lakhs, (330.46) lakhs, (0.35) lakhs, (10.19) lakhs, 23.20 lakhs, 458.29 lakhs, (217.17) lakhs, 3.16 lakhs and 5.92 lakhs respectively and income tax adjustment of (165.40) lakhs.

Financial Year 2024-25

Our net cash used in operating activities was (331.00) lakhs for the financial year ended March 31, 2025. Our operating profit before changes in working capital changes was 566.75 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 (757.80) lakhs, (754.07) lakhs, (22.81) lakhs, 40.19 lakhs, (29.95) lakhs, 420.14 lakhs, 258.20 lakhs, 3.42 lakhs and (14.73) lakhs respectively and income tax adjustment of (40.36) lakhs.

Financial Year 2023-24

Our net cash used in operating activities was 150.72 lakhs for the financial year ended March 31, 2024. Our operating profit before changes in working capital changes was 625.23 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 (474.80) lakhs, 291.96 lakhs, 20.02 lakhs, (66.17) lakhs, (29.80) lakhs, (128.92) lakhs, (8.41) lakhs, 1.57 lakhs and 23.87 lakhs respectively and income tax adjustment of (103.84) lakhs.

Investing Activities

Financial Year 2025-26

Our net cash used in investing activities was (17.04) lakhs for the financial year ended March 31, 2026. It was on account of interest income of 4.40 lakhs and purchase of fixed assets of (21.45) lakhs.

Financial Year 2024-25

Our net cash used in investing activities was (105.63) lakhs for the financial year ended March 31, 2025. It was on account of interest income of 4.19 lakhs, sale of fixed assets 2.73 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 2.28 lakhs and purchase of fixed assets of (116.69) lakhs.

Financing Activities

Financial Year 2025-26

Net cash generated in financing activities for the financial year ended March 31, 2026 was 463.79 lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and short-term borrowings amounting to 777.97 lakhs, (432.26) lakhs and 343.52 lakhs and finance cost of (225.44) lakhs.

Financial Year 2024-25

Net cash generated in financing activities for the financial year ended March 31, 2025 was 531.46 lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and short-term borrowings amounting to 1,136.03 lakhs, (222.23) lakhs and (213.70) lakhs and finance cost of (168.65) lakhs.

Financial Year 2023-24

Net cash generated in financing activities for the financial year ended March 31, 2024 was (36.98) lakhs which was on account of proceeds from long-term borrowings, (Repayment) of Long Term Borrowings and short-term borrowings amounting to 43.00 lakhs, (172.32) lakhs and 220.00 lakhs and finance cost of (127.66) lakhs.

Contingent Liabilities

Following is the summary of the contingent liabilities of the Company as at March 31, 2026:

Particulars	in lakhs
Bank Guarantee	-
Goods and Service Tax [Refer (i) & (ii)]	29.28
Obligation to Export against Import	-

(i) GST outstanding demand bearing demand reference ID ZD240124084654G amounting to 15.06 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 14.22 lakhs under section 74 for tax period April 2019 to March 2020. Our Company has filed an appeal against the said demand; (iii) The Company has filed an application for adjudication penalty with ROC Ahmedabad, on March 27, 2026, for violation of Section 405(4) of the Companies Act, 2013 read with the Specified Companies (Furnishing of Information about Payment to Micro and Small Enterprise Suppliers) Order, 2019, in respect of the delayed filing of Form MSME-1. Since the amount of penalty leviable cannot be ascertained reliably at the moment, the same has not been provided under Contingent Liabilities under AS 29. When the probable outflow can be estimated with reliability, the same would be provided accordingly by the Company.

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 Companys 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 Companys 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 ICDR 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 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 Companys operations or are likely to affect income except as mentioned in the section titled "Risk Factors" beginning on page 22 of this 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 22 and 235, respectively of this 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 22 and 235, respectively of this 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 Companys 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 120 and the section titled Revenue from operations under the section "Principal Components of our Statement of Profit and Loss Account" on page 238 of this 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 238 of this Prospectus.

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

Except as disclosed in this 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 financial year ended March 31, 2026, March 31, 2025 and March 31,

2024 are as below:

						( in lakhs)
	2025-26		2024-25		2023-24
Particulars for the period	Amount	%	Amount	%	Amount	%
Top 1 Customer	603.21	10.77%	477.83	14.24%	314.75	8.53%
Top 3 Customers	1,360.92	24.30%	1,060.88	31.62%	823.86	22.33%
Top 5 Customers	2,019.76	36.06%	1,475.62	43.99%	1,214.95	32.93%
Top 10 Customers	3,316.10	59.21%	2,067.29	61.62%	1,747.55	47.36%

% 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 financial year ended March 31, 2026, March 31, 2025 and March 31, 2024 are as below:

( in lakhs)

	2025-26		2024-25		2023-24
Particulars for the period	Amount	%	Amount	%	Amount	%
Top 1 Supplier	1,703.46	37.83%	460.01	20.47%	252.16	11.67%
Top 3 Suppliers	2,840.71	63.09%	1,251.56	55.70%	714.15	33.06%
Top 5 Suppliers	3,351.96	74.44%	1,487.85	66.22%	1,063.61	49.24%
Top 10 Suppliers	3,843.51	85.36%	1,826.82	81.30%	1,472.08	68.15%
% depicts share of suppliers as a % of purchase of raw materials

The above data is certified by Peer Review Auditor, M/s. Chirag R Shah and Associates, Chartered Accountants, vide their certificate dated May 26, 2026.

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.

( in lakhs)

			( in lakhs)
Particulars for the period	2025-26	2024-25	2023-24
Related Party - Asset transactions	-	-	-
as a % of Total Assets	0.00%	0.00%	0.00%
Related Party - Borrowings availed/(Repaid) (Net)	245.12	32.85	(90.94)
as a % of Total borrowings	8.69%	1.55%	-6.40%
Particulars for the period	2025-26	2024-25	2023-24
Related Party - Revenue transactions	39.77	-	6.59
as a % of Total income	0.71%	0.00%	0.18%
Related Party - Expense transactions	129.27	449.83	63.44
as a % of Total expenses	2.65%	14.97%	1.96%
Related Party - Issue of Equity	-	-	-
as a % of Total equity	0.00%	0.00%	0.00%

For further information relating to our related party transactions see "Financial Information of the Company" on page 230 of this Prospectus.

Material Developments subsequent to last Audited Balance Sheet

After the date of last Audited accounts i.e. March 31, 2026, 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 financial year ended March 31, 2026 in the Board Meeting held on May 26, 2026.

2. Our Company has approved Restated Financial Statements for the financial year ended March 31, 2026, March 31, 2025 and March 31, 2024 in the Board Meeting held on May 26, 2026.

3. Annual General Meeting of the Company was conducted on May 28, 2026:

- to approve audited financial statement for the financial year ended March 31, 2026

- For Appointment of

Mr. Kedar Mayank Choksi for second term as Managing Director of the Company with effect from December 1, 2026

Mr. Mayank Bhikhabhai Choksi for second term as Whole Time Director of the Company with effect from December 1, 2026.

Mrs. Heta Kedar Choksi for second term as Whole Time Director of the Company with effect from December 1, 2026.

- Fixing remuneration payable to the directors.

4. Resignation of Mr. Mayank Bhikhabhai Choksi as director from Anand Tubes Private Limited and ATL Piping Products Private Limited with effect from March 12, 2026 and May 01, 2026 respectively.

5. The Company has vacated Manufacturing Unit 2 and the installed machineries has been relocated to Manufacturing Unit 1 by the end of July, 2026.

6. Mr. Mayank Bhikhabhai Choksi, Promoter and Whole-Time Director of the Company, passed away on August 12, 2026. Pursuant to his demise, 28,87,002 equity shares held by him in dematerialized form have been transmitted to Mr. Kedar Mayank Choksi, son and one of the legal heirs of the deceased, on August 21, 2026.