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Annu Projects Ltd Management Discussions

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Annu Projects Ltd Share Price Management Discussions

S

Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read "Forward-Looking Statements" beginning on page 18 for a discussion of the risks and uncertainties related to those statements along with "Risk Factors", "Industry Overview", "Financial Information" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 19, 130, 283 and 349, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.

Our Companys Financial Year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscal 2026, 2025 and 2024, included herein is based on or derived from our Restated Financial Information included in this Red Herring Prospectus. For further information, see section titled "Restated Financial Information" on page 283. Also refer to "Definitions and Abbreviations" on page 1 for certain terms used in this section. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see "Risk Factors - Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to their assessment of our financial condition" on page 60.

The financial information for Fiscal 2026 has been derived from the restated standalone financial information of our Company, whereas the financial information for Fiscal 2025 and Fiscal 2024 has been derived from the Restated Consolidated Financial Information. The difference in the basis of presentation is due to the cessation of Ann Projects Limited as a subsidiary of our Company during Fiscal 2026. Accordingly, the financial information for Fiscal 2026 is not comparable with the financial information for Fiscal 2025 and Fiscal 2024.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "EPC in Telecom, Gas, Railway and Water sector in India" dated August 2026, which is exclusively prepared for the purpose of the Issue and issued by CARE Analytics and Advisory Private Limited ("CARE Report"). The data included herein includes excerpts from the CARE Report and may have been re-ordered by us for the purposes of presentation. For more information and risks in relation to commissioned reports, see "Risk Factors - Certain sections of this Red Herring Prospectus contain information from CARE Report, which has been commissioned and paid for by our Company and any reliance on such information for making an investment decision in the Issue is subject to inherent risks" on page 51. Also see "Certain Conventions, Presentation of Financial, Industry and Market Data - Industry and Market Data" on page 15.

OVERVIEW

Established in 2003, we are engaged in the design, development, implementation, operations and maintenance of essential overhead and underground utilities infrastructure across telecom infrastructure, sewerage infrastructure vertical, gas pipeline vertical and railway signalling vertical. We are one of the diversified companies in the EPC sector, involved in fields ranging from fiber optics to sewerage projects and also undertakes gas pipeline projects (Source: CARE Report). Over the years we have gained expertise in laying the overhead and underground utilities infrastructure, and have laid (i) more than 26,200 kms of optical fibre cable(s) ("OFC(s)") network and maintenance of more than 62,800 km of OFC networks in telecom infrastructure; (ii) more than 298 kms of sewerage pipes, construction and maintenance of sewerage treatment plant, construction of pumping stations, laying of house service connections in the sewerage infrastructure vertical; and (iii) more than 537 kms of MDPE laying of 20 mm to 125 mm diameter, 38,300 number of Galvanized Iron Pipes ("GI") for domestic gas connections in the gas pipeline vertical across 4 (four) states in India, namely; Bihar, Uttar Pradesh, Odisha, and Jharkhand. Further, except for gas pipeline vertical, we also undertake the operations and maintenance of the projects developed by us or others for a specific contractual period.

We currently classify our business majorly under the following four verticals:

  • Telecom infrastructure: In the telecom infrastructure vertical, we are primarily engaged in surveying, designing, and installing cabling and tower infrastructures for communication, automation, and electronic security systems. As part of our offerings, we also undertake the laying of OFC network, both overhead and underground, for telecom operators across India. Majority of our revenue from operations is derived from this vertical. We serve public sector units ("PSUs") and private parties by implementing OFC networks for their telecom networks. Bharat Sanchar Nigam Limited, A2Z Infra Engineering Limited, Bharat Broadband Network Limited, G R Infra projects Limited and others are some of our customers in telecom infrastructure sector.
  • Sewerage infrastructure: Our core activities in this vertical include pipe laying, construction of manholes, construction of sewerage treatment plants, construction of pumping stations, and construction of structural facilities essential for supporting sewerage operations, construction of stormwater drainage systems and screening chambers for combined or sanitary sewers. The sewerage system typically concludes either at the inlet of a sewage treatment facility or at the designated discharge point into the environment. We are one of the key contractors with Sewerage Infrastructure Development Corporation Limited, Madhya Pradesh Urban Development Company Limited, Bihar Urban Infrastructure Development Corporation Limited, and Jharkhand Urban Infrastructure Development Company Limited for their sewerage scheme. The projects under this vertical are funded by World Bank, Asian Development Bank, Central Government, State Government under various scheme of Namami Gange and Swachh Bharat Mission.
  • Gas pipeline: We are actively engaged in laying MDPE ranging from 20 mm to 125 mm in diameter, along with 38,300 GI house connections for domestic and commercial gas supply. We have completed projects for Indraprastha Gas Limited, Gujarat Gas Limited and GAIL India Limited. As on June 30, 2026, we are working on 4 (four) projects with GAIL India Limited in Bihar, Jharkhand and Uttar Pradesh.
  • Railway signalling: As part of our continued commitment to innovation and sustainable growth, we are actively exploring strategic opportunities across new transformative sectors such as railway signalling. With the growing emphasis on modernization and safety in railway infrastructure, we recognize the critical role of signalling. In line with this strategy, we have successfully won the bid for our first project in the railway sector for approximate Order Book value of ? 113.13 million.

The table below sets out the revenue derived from each vertical as per the Restated Financial Information during Fiscals 2026, 2025 and 2024, together with such revenue as a percentage of our revenue from operations from the respective years:

Business verticals Fiscal 2026 Revenue (? million) Fiscal 2026 % of total revenue Fiscal 2025 Revenue (? million) Fiscal 2025 % of total revenue Fiscal 2024 Revenue (? million) Fiscal 2024 % of total revenue
Telecom infrastructure 1,001.15 41.50 608.71 33.81 812.73 52.78
Sewerage infrastructure 1,270.77 52.67 1,103.16 61.26 593.45 38.54
Gas pipeline 97.19 4.03 36.06 2.00 70.56 4.58
Others* 43.37 1.80 52.73 2.93 63.08 4.10

Total

2,412.48

100.00

1,800.66

100.00

1,539.82

100.00

*Others include (i) trading sale of machine of high-density polyethylene, double wall corrugated and horizontal directional drilling machine; and (ii) Development Income from real estate from our subsidiary i.e. Ann Projects Private Limited (ceased to be our subsidiary as on April 01, 2024).

The journey of growth of our Company since our incorporation in 2003, is depicted in the graphical representation below:

Graphic/milestone timeline (image content). The page contains an image showing the companys growth journey from 2003-04 to 2026-27. The image is not machine-readable text; the underlying text could not be extracted. Content note: image present, text not extractable.

(Per the surrounding narrative, the milestones shown include: incorporation in 2003-04; award of optical fibre laying project from R S Infraprojects (2015-16); awards in BharatNet Phase-I (2018-19); sewerage project award (2021-22); BharatNet Phase-I Package under consortium (2022-23); first railway signalling vertical order ~?113.13 million (2026-27); and maintenance contract awards — however, these are described in the body text, not extracted from the image.)

For further details on major milestones and events, see section titled "History and Certain Corporate Matters" on page 253.

We are awarded contracts through a transparent competitive bidding process undertaken by the Central Government or State Government. Additionally, we also execute projects as sub-contractors from various private parties. Over the last 21 Fiscals (as on June 30, 2026), we have completed 362 projects related to our business. As on June 30, 2026, our Company has 23 (twenty-three) ongoing projects with a Total Contract Value of ? 19,593.48 million, out of which, 4 (four) comprised of telecom infrastructure, 14 (fourteen) comprised of sewerage infrastructure, 4 (four) comprised of gas pipeline and 1 (one) comprised of railway signalling vertical, with a contract value of ? 14,815.78 million, ? 4,517.78 million, ? 126.43 million and ? 133.49 million, respectively. As on June 30, 2026, out of total Basic Contract Value of ? 16,814.91 million, we have completed work amounting to ? 6,764.36 million and our outstanding Order Book is of ? 10,050.55 million. Order Book for the purposes of this Red Herring Prospectus would mean, the contract value of projects for which our Company has entered into direct contracts and sub-contracts minus the revenue already recognized from such projects.

A break-up of our Companys Order Book as on June 30, 2026, on account of our business verticals are as follows:

(? million, except otherwise stated)

Sr. No. Business verticals Number of projects Total contract value Total basic contract value Order Book value As a % of Order Book
1. Telecom infrastructure 4 14,815.78 12,627.31 8,332.84 82.91
2. Sewerage infrastructure 14 4,517.78 3,967.23 1,503.60 14.96
3. Gas pipeline 4 126.43 107.14 100.98 1.00
4. Railway signalling 1 133.49 113.13 113.13 1.13

Total

23

19,593.48

16,814.91

10,050.55

100.00

While majority of our projects are on direct contract or sub-contract basis, we also form project specific joint venture or consortium agreements for certain projects including the telecom infrastructure and sewerage infrastructure projects, which are undertaken by our Company in collaboration with other infrastructure and construction entities. In particular, based on the specific eligibility requirements for certain projects, including inter alia requirements relating to specific types of experience and financial resources, we enter into such joint venture or consortium agreements with other infrastructure and construction entities, as the case may be to participate or bid in tenders for such projects.

We maintain our own fleet of plant and machinery which reduces our dependence on third party suppliers for such plant and machinery which enables us in efficient execution. As on June 30, 2026, we owned a fleet of more than 558 machine and equipment (such as horizontal directional drilling machine, excavators, splicing machine, digitrak machine, OTDR machine, HDPE pipe welding machine etc). Our owned fleet of plant and machinery, along with our project management systems, engineering skills and capabilities of our work force, have been instrumental in us winning various infrastructure projects that involve a varying degree of complexity such as geographical and geopolitical challenges. We have relationship with local repair and maintenance workshop to upkeep our equipment, which also result in quick turnaround time in case of any breakdown or major overhaul of our equipment. Through our in-house integrated model, we have developed competencies to deliver a project from conceptualization to completion in a cost-effective manner, achieving a PAT Margin of 13.69% and delivered return on equity of 21.27% in Fiscal 2026. We also typically assign a part of the works to the sub-contractors who provide us with manpower along with the equipment support.

Our business is complemented by our quality and safety standards and processes, as evidenced by our ISO certifications including ISO 9001:2015 and 45001:2018. We are also committed to ensuring compliance with all applicable health and safety regulations, as well as other statutory and regulatory requirements governing our operations. In line with industry practices, we have implemented technological solutions at our project sites and undertake regular monitoring and close supervision to maintain a safe working environment.

We have a management team with extensive industry experience. Our Board of Directors includes a combination of management executives and Directors who bring in significant business and management expertise. We benefit from the industry experience, vision and guidance of our Individual Promoters who have significant experience in the infrastructure industry. As on June 30, 2026, we have 469 permanent employees. Further, during the Fiscals 2026, 2025 and 2024, we had 473, 264 and 269 permanent employees, respectively. The combination of our experienced Board of Directors, our management team and our skilled employees positions us well to capitalize on future growth opportunities.

KEY FINANCIAL AND OPERATION INFORMATION

We have established a track record of delivering strong financial performance. The table below sets out details of our key financial and operational metrics based on the Restated Financial Information for the Fiscals 2026, 2025 and 2024:

(? million, except otherwise stated)

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
Revenue from operations(1) 2,412.48 1,800.66 1,539.82
Gross profit(2) 668.13 466.82 443.53
Gross profit Margin (%)(3) 27.69 25.92 28.80
EBITDA(4) 501.94 321.92 285.04
EBITDA Margin (%)(5) 20.81 17.88 18.51
PAT 330.27 211.04 173.87
PAT Margin (%)(6) 13.69 11.72 11.29
Return on Equity (%)(7) 21.27 17.29 25.23
Return on Capital Employed (%)(8) 22.66 20.59 29.95
Order Book 9,386.53 4,796.73 7,077.65
Book-to-Bill Ratio(9) 3.89 2.66 4.60

Notes:

  1. Revenue from operations represents the scale of the business as well as provides information regarding the overall financial performance.
  2. Gross profit is calculated as revenue from operations less cost of material consumed, purchase of traded good and construction expense.
  3. Gross profit margin is calculated as gross profit for the year as a % of revenue from operations.
  4. EBITDA is calculated as restated profit / loss after tax plus finance costs, depreciation and amortization expense plus tax excluding exceptional items less other income.
  5. EBITDA margin is the percentage of EBITDA divided by revenue from operations.
  6. PAT Margin is the ratio of restated profit after tax to the revenue from operations.
  7. RoE is calculated as profit for the year divided by total equity.
  8. RoCE is calculated as earnings before interest and taxes less other income divided by capital employed. Capital Employed includes net worth, long term borrowings and short-term borrowings.
  9. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the revenue from operations for that period.

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in "Our Business" and "Risk Factors", beginning on pages 214 and 19. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

Consumption of material and reliance on limited suppliers

The vertical heads are responsible for, among others, managing the purchasing process, empanelment of suppliers, securing approval of customers for materials / sources as required, establishing material requirements based on time, quality and cost considerations, finalisation of purchase orders, inspection and testing to meet the acceptance criteria. The principal materials used in our projects are optical fibre cable, TMT steel, cement, stone, bricks, gas pipes, aggregate, concrete, sand, manhole frame, MS wire and plumbing items, HDPE Duct, joint closure, GI pipes, poles, muffs, dead end fittings, suspension fittings, cable brackets and GI sheets etc. We are subject to price risks arising from increases in the cost of these materials. Additionally, if the holding period for these materials exceeds the average, we may require additional working capital to maintain inventory, potentially leading to higher material costs. There can be no assurance that we will be able to pass on such increased costs to our customers, whether partially or fully, in future orders. Any rise in the consumption of material that we are unable to transfer to our customers could have a significant adverse impact on our business operations and financial condition. Although we maintain an adequate inventory of materials, fluctuations in material prices could still negatively affect our business and financial standing.

The table below sets forth details on our consumption of material, including as a percentage of our total expenses, during the years stated:

Particulars Fiscal 2026 Amount (? million) Fiscal 2026 % of total expenses Fiscal 2025 Amount (? million) Fiscal 2025 % of total expenses Fiscal 2024 Amount (? thousand) Fiscal 2024 % of total expenses
Consumption of material 464.61 23.42 652.98 42.36 382.87 29.23

We rely on a limited number of suppliers for the supply of materials for our operations. The table below sets out the materials which we have obtained from top 10 suppliers together with such supply as a percentage of our total purchase during Fiscals 2026, 2025 and 2024:

Particulars Fiscal 2026 Amount (? million) Fiscal 2026 % of total expenses Fiscal 2025 Amount (? million) Fiscal 2025 % of total expenses Fiscal 2024 Amount (? thousand) Fiscal 2024 % of total expenses
Top 10 suppliers 362.86 67.92 505.04 69.23 338.72 72.48

For further details regarding top 10 suppliers of our Company during Fiscals 2026, 2025 and 2024, see "Our Business - Procurement of materials" on page 241.

If one or more of our suppliers ceases supply to our Company for reasons including due to commercial disagreements, insolvency of the supplier or supply chain issues, we may be unable to source our materials from alternative suppliers on similar commercial terms or within a reasonable timeframe, which may have an impact on our results of operations.

Dependency on government authorities for award of projects and changes in government policies

Our financial performance is significantly influenced by the volume and timing of projects awarded by various government authorities, as well as by changes in government policies. A substantial portion of our revenue from operations is derived from contracts awarded by central, state, public sector undertakings, and other governmental agencies. Consequently, the awarding of projects by these authorities is linked to budgetary allocations, tendering processes, project approval timelines, administrative decisions, and government priorities related to infrastructure development. If government authorities delay the awarding of projects, cancel awarded projects, alter the terms of awarded projects, or reduce spending on infrastructure projects, our Order Book and revenues may be impacted. Further, any postponement or reduction in the announcement or execution of new projects could affect our ability to secure new contracts. Our business is also subject to risks arising from changes in policies governing project procurement, eligibility criteria for bidders, funding models, regulatory approvals, and tax structures.

Government authorities may revise their spending patterns based on political, economic, or other considerations, which may lead to changes in project availability. Changes in government leadership at the central, state, or municipal level may result in a shift in infrastructure development priorities or the cancellation or renegotiation of previously approved projects. Contracts awarded by government authorities typically involve longer payment cycles compared to private sector projects. Delays in payments from government authorities may lead to an increase in our working capital requirements and may impact our liquidity and cash flows. As a result, our reliance on projects awarded by government authorities and on government policies exposes us to risks that could affect our business operations, revenues, and cash flow generation.

Competitive tender bidding process

Our Company secures a majority of the projects through a competitive tendering process conducted by government authorities, public sector undertakings, and private sector customers. The tendering process generally involves the submission of bids that are evaluated based on technical capability, financial strength, past experience, compliance with tender specifications, and the quoted price. The competitive nature of the bidding process may require us to quote lower margins in order to secure projects, particularly in cases where a large number of bidders participate or where aggressive pricing strategies are adopted by competitors. If we are unable to submit competitive bids that balance pricing with acceptable profit margins, our ability to secure projects and maintain profitability may be impacted.

In certain cases, projects are awarded solely based on the lowest price bid (L1 basis), without giving weightage to technical strengths or execution capabilities. In such circumstances, to secure projects, we may be required to submit bids at lower margins, which may affect our overall profitability. Conversely, if we do not bid competitively, we risk losing project opportunities, which may impact our Order Book and future revenue. Further, errors or omissions in bid preparation, incorrect estimation of project costs, or failure to assess project-specific risks accurately may result in the submission of bids that do not adequately cover project execution costs, leading to cost overruns and adverse financial outcomes. Once submitted, bids are binding, and withdrawal or modification is not permitted without forfeiture of bid security or blacklisting, which could affect our reputation and ability to participate in future tenders. Our success in the competitive tendering process depends on several factors, including our ability to accurately estimate project costs, assess risks, price bids competitively, and demonstrate technical and financial capability. While the track record, experience of project execution, service quality, delivery schedule, pricing, technical expertise, reputation and sufficiency of financial resources are important considerations in awarding contracts, there can be no assurance that we would be able to meet such technical and financial qualification criteria always and accordingly be awarded with a project contract. Any adverse outcome in the tendering process could affect our order inflow, revenue visibility, and financial results.

Geographic locations, seasonality and weather conditions

Our business operations are dependent on the location where the project to be executed is situated. The conditions at each project site, including population density, existing infrastructure, access to the site, and the physical characteristics of the terrain, impact the planning, execution, and cost of project activities. Certain ongoing projects involve execution in high-density urban areas, high-traffic corridors, remote locations, or difficult terrains, which may result in logistical challenges, delays in project execution, higher costs of mobilization, and additional safety and regulatory compliance requirements.

In addition to geographic factors, our operations are subject to seasonality and weather-related disruptions. Certain project activities may slow down or temporarily halt during specific periods, particularly during the monsoon season, when site access may be restricted, soil and surface conditions may be unsuitable for our activities, and health and safety risks for workers may increase. Seasonal variations such as heavy rainfall, extreme temperatures, or flooding can lead to delays in project timelines, increased costs, and disruption of supply chains for materials and labour.

As a result of these factors, our revenue recognition and operating results may fluctuate across different periods within a fiscal year or between fiscal years. Comparisons of revenue, expenses, and margins across different periods may not accurately reflect underlying trends or performance. Such seasonal and geographic impacts are considered in our internal project planning, execution strategies, resource allocation, and cash flow projections. Delays or additional costs resulting from challenging site conditions, adverse weather, or seasonal disruptions may impact our ability to complete projects within the scheduled timeframe and estimated budgets, which may, in turn, affect our financial condition and operational performance.

Dependency on the availability and performance of sub-contractors

The unavailability of sub-contractors poses significant risks to project success, as it can cause substantial delays, escalate costs, and result in missed deadlines. When a sub-contractor is not present at the required time, it disrupts the carefully planned project schedule, potentially causing a domino effect that impacts subsequent tasks and overall timelines. Additionally, the quality of work provided by sub-contractors is crucial, as subpar performance can compromise the entire projects standards. Poor workmanship may necessitate costly rework, further delaying completion and driving up expenses. Moreover, consistently poor outcomes from sub-contractors can harm the companys reputation, making it harder to secure future projects and maintain client trust.

Competition

Our industry is highly competitive and fragmented, with numerous players competing for market share. Many of our competitors possess more substantial financial, marketing, sales, and other resources than we do. As we expand into new geographic regions, we encounter competition from both nationwide players and those with strong regional presences. Additionally, market saturation in specific areas could negatively impact our operations. Our main competitors in the regions where we currently operate and on the business verticals and categories in which we are focusing include Bondada Engineering Limited, EMS Limited, Likhitha Infrastructure Limited and Suyog Telematics Limited (Source: CARE Report).

Non-GAAP measures

Certain measures included in this Red Herring Prospectus, for instance This Red Herring Prospectus includes Gross Profit Margin, EBITDA, EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Order Book, Book-to-Bill Ratio, etc. (collectively "Non-GAAP Measures"), presented in this Red Herring Prospectus are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with Ind AS, IFRS or U.S. GAAP. Furthermore, these Non-GAAP Measures, are not a measurement of our financial performance or liquidity under Indian GAAP, IFRS or U.S. GAAP and should not be considered as an alternative to net profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS, IFRS or U.S. GAAP or as an alternative to cash flow from operations or as a measure of our liquidity. These Non-GAAP Measures and other statistical and other information relating to operations and financial performance should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the years/period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. In addition, these Non-GAAP Measures and other statistical and other information relating to operations and financial performance, are not standardised terms and may not be computed on the basis of any standard methodology that is applicable across the industry and therefore, may not be comparable to financial measures of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. Further, they may have limited utility as a comparative measure. Although such non-GAAP financial measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a companys operating performance. See "Risk Factors - We have in this Red Herring Prospectus included certain non-GAAP financial measures and certain other industry measures related to our operations and financial performance that may vary from any standard methodology that is applicable across our industry" on page 53. Further, for a reconciliation of the above Non-GAAP Measures used by us to the most directly comparable financial measure prepared in accordance with Ind AS, see "Other Financial Information - Non-Generally Accepted Accounting Principles Financial Measures" on page 347.

SIGNIFICANT ACCOUNTING POLICIES

1. Property, Plant and Equipment (PPE)

The Company / Group has elected to continue with the carrying value of all its property, plant and equipment recognised as on the date of transition measured as per the previous GAAP and use that carrying value as the deemed cost of property, plant, and equipment.

An item is recognised as an asset, if and only if, it is probable that the future economic benefits associated with the item will flow to the Company and its cost can be measured reliably. PPE is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The initial cost of PPE comprises purchase price (including non-refundable duties and taxes but excluding any trade discounts and rebates), borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent costs are included in the assets carrying amount or recognised as separate assets, as appropriate, only when it is probable that the future economic benefits associated with expenditure will flow to the Company and the cost of the item can be measured reliably. When significant parts of property, plant and equipment are required to be replaced at intervals, the Company / Group recognises such components separately and depreciates them based on their specific useful lives. All other repairs and maintenance are charged to Statement of Profit and Loss at the time of incurrence.

Capital work-in-progress are measured at cost less accumulated impairment losses if any.

Gains or losses arising from de-recognition of PPE are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

Depreciation is provided on Straight Line Method (SLM) basis based on life assigned to each asset in accordance with Schedule II of the Act.

The useful lives, residual values and depreciation method of PPE are reviewed, and adjusted appropriately, at-least as at each reporting date so, as to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from these assets. The effects of any change in the estimated useful lives, residual values and / or depreciation method is accounted prospectively, and accordingly the depreciation is calculated over the PPEs remaining revised useful life.

Deposits and advances paid towards the acquisition of property, plant and equipment outstanding as at each reporting date is classified as capital advances under other current assets and the cost of property, plant, and equipment not available for use before such dates are disclosed under capital work-in-progress.

2. Intangible Assets

Identifiable intangible assets are recognised when the Company controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be measured reliably.

Intangible assets are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a straight-line basis over the lower of estimated useful economic life or over a period of 10 years.

The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed prospectively. If there has been a notable change in the expected pattern of economic benefits from the asset, the amortization method is changed to reflect the changed pattern. Such changes are accounted for in accordance with Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

  1. Investment Property

The Company has elected to continue with the carrying value for all its investment properties recognised as on the date of transition measured as per the previous GAAP and use that carrying value as the deemed cost of investment property.

Investment Properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

An investment in land or buildings, which is held by the company to earn rentals or for capital appreciation or both, rather than intended to be for use by, or in the operations of, the Company, is classified as investment property.

The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the investment property to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation on building component of investment property is calculated on a straight-line basis.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the year of derecognition.

4. Borrowing Cost:

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

5. Financial Instrument

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A) Financial asset

All financial assets are recognized initially at fair value. Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss) are added to the fair value measured on initial recognition of financial asset. Purchase and sale of financial assets are accounted for at settlement date.

Classification

a) Financial instruments at amortized cost

A financial instrument is measured at the amortized cost if both the following conditions are met:

a. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in other income in the statement of profit and loss. The losses arising from impairment are recognized in the statement of profit and loss.

b) Financial instruments at Fair Value through Other Comprehensive Income (FVTOCI)

A financial instrument is classified and measured at FVTOCI if both of the following criteria are met:

a. The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

b. The assets contractual cash flows represent solely payments of principal and interest thereon.

Financial instruments included within the OCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in OCI. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from OCI to statement of Profit and Loss.

c) Financial instruments at Fair Value through Profit and Loss (FVTPL)

Any financial instrument, which does not meet the criteria for categorization at amortized cost or at FVTOCI, is classified at FVTPL. Financial instruments included in the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in OCI all subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis.

The classification is made on initial recognition and is irrevocable. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Restated Statement of Profit & Loss.

Derecognition of financial assets

A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired, or the Company has transferred its rights to receive cash flows from the asset.

Impairment of financial assets

The Company / Group applies the expected credit loss (ECL) model for recognising impairment loss on financial assets measured at amortised cost, debt instruments at FVTOCI, trade receivables, other contractual rights to receive cash or the other financial asset.

The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on historical credit loss experience and adjustments for forward looking information.

B) Financial liabilities

All financial liabilities are recognized initially at fair value. The Company / Groups financial liabilities include borrowings, trade payables and other payables.

After initial recognition, financial liabilities are subsequently measured either at amortized cost using the effective interest rate (EIR) method, or at FVTPL. Gains and losses are recognized in the statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by considering any discount or premium on acquisition and fees or costs which are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled, or expires. The gain or loss on derecognition is recognised in the statement of profit and loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

6. Inventory

Inventory comprises of Material in Transit, Material at Site and Work in progress.

Material in Transit is valued at cost and material at sites have been valued at cost or Net Realisable Value, whichever is lower on FIFO basis.

Cost of inventory comprises of cost of purchase, procurement, logistic expenses and other construction overheads—net of recoverable taxes—incurred to bring materials to their respective present location and condition.

Work-in-Progress w.r.t construction contracts represents ongoing partly executed work/projects in progress on the date of balance sheet and includes contractual variations, cost of material, labour and other expenses incurred towards substitute items, extra items, part rates, deviations etc.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of finished products are not written down below cost, except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis.

7. Earnings per share

Basic earnings per share are calculated by dividing the Net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

To calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

8. Income tax:

The income tax expense comprises of current and deferred income tax. Income tax is recognised in the statement of profit and loss, except to the extent that it relates to items recognised in the other comprehensive income or directly in equity, in which case the related income tax is also recognised accordingly.

a. Current tax:

The current tax is calculated based on the tax rates, laws, and regulations, which have been enacted or substantively enacted as at the reporting date. The payment made in excess / (shortfall) of the Companys income tax obligation for the period are recognised in the balance sheet as current income tax assets / liabilities. Any interest related to accrued liabilities for potential tax assessments are not included in Income tax charge or (credit) but are recognised within finance costs.

Current income tax assets and liabilities are offset against each other, and the resultant net amount is presented in the balance sheet, if and only when

(a) the Company currently has a legally enforceable right to set-off the current income tax assets and liabilities, and

(b) when it relates to income tax levied by the same taxation authority and where there is an intention to settle the current income tax balances on net basis.

b. Deferred tax

Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying values in the Restated Financial Information.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be used.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be used. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

9. Impairment of non-financial asset

The Company / Group assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used.

The Company / Group bases its impairment calculation on detailed budgets and forecasts calculations, which are prepared separately for each of the Companys CGUs to which the individual assets are allocated. Impairment losses of continuing operations are recognised in the statement of profit and loss.

For assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company / Group estimates the assets or CGUs recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss.

10. Provisions, contingent liabilities, and contingent assets

A provision is recognised when there is a present obligation because of a past event, and it is probable that an outflow of resources will be required to settle the obligation and in respect of which reliable estimate can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of resources would be required to settle the obligation, the provision is reversed.

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company. The company does not recognise a contingent liability but discloses its existence in the financial statements

Contingent assets are not recognised in the Restated Financial Information. However, contingent assets are assessed continually and if it is certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

11. Revenue recognition and Receivables

Revenue is recognized to the extent it is probable that the economic benefits will flow to the group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, considering contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

The accounting policies for the specific revenue streams of the Company as summarised below:

a) Sale of Products:

Revenue from the sale of products is recognised at point in time when the control of the goods is transferred to the customer based on contractual terms i.e. either on dispatch of goods or on delivery of the products at the customers location.

b) Construction Contracts:

Income from Telecom Projects

Income from Telecom Projects includes laying of Optical Fiber Cable, installation of Network Operations Centre, installation of Indoor/Outdoor Wireless Access Points, Load Balancer, Wi-Fi Access Controller, installation of software, chats, Anti-Virus, Fire walls. Companys performance obligation in such kind of contracts is installation, testing and commissioning of various equipment as per the agreed norms. Under this type of contract, generally assets are installed at customers site. However, customer does not have ability to direct the use of, and obtain substantially all the remaining benefits from, these assets unless they are connected to main server/data centre or commissioned properly. Since the customer receives control of the goods and/or service after Successful commissioning of indented facilities, Companys transfer control of goods and/or service at a point in time and, therefore, satisfies a performance obligation and Recognizes revenue at a point in time. The Group uses output methods to recognize Revenue as the output selected faithfully depict the Companys performance towards Complete satisfaction of the performance obligation. Customers acceptance of Commissioning report is the best output which would depict the satisfaction of the Performance obligation. Generally, payment against provision of such contracts becomes due as per payment terms, and fixed transaction price as per contracts with customers, which is generally is on milestone basis. Warranties are commonly included in such arrangements. They can be explicitly stated, required by law or implied based on the companys customary business practices. The price of a warranty may be included in the Overall purchase price or listed separately as an optional product. All the assurance type Warranties are considered as part of primary performance obligation, while the service Type warranties are considered as distinct performance obligation.

The determination of transaction price, its allocation to promised services and allocation of discount or variable consideration (if any) is done based on the contract with the customers. Penalties, if inherent in determination of transaction price, are considered as variable consideration. The transaction price is also allocated separately for the service type warranties.

The incremental costs that the Group incurs to obtain a contract with a customer that it Would not have incurred if the contract had not been obtained are recognized as an asset if its recovery is expected and its amortization period is more than one year, all other such costs are recognized as an expense in statement of profit and loss. The incremental cost recognized as an asset is amortized over the period till when such cost is expected to be recovered. Amount so recovered is recognized as revenue in statement of profit and loss.

Income from other Projects

Income from other Projects include design, development, implementation, Operations and maintenance of infrastructure projects across multiple sectors such as sewerage and Gas pipeline. In such projects, the Group recognises revenue over the period of time, as performance obligations are satisfied over time due to continuous transfer of control to the customer. The performance obligations are satisfied over time as the work progresses. The Group recognises revenue using input method (i.e. percentage-of-completion method), based primarily on contract cost incurred to date compared to total estimated contract costs. This percentage of completion could be based on technical milestones or as per the contractual terms specified. A construction contract is considered completed when the last technical milestone is achieved, which occurs upon contractual transfer of ownership of the asset. Progress billings are generally issued upon completion of milestones as stipulated in the contract.

c) Service Contracts:

Service contracts (including operation and maintenance contracts and job work contracts) in which the Company has the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the Companys performance completed to date, revenue is recognized when services are performed and contractually billable.

d) Variable Consideration:

The nature of the Companys contracts gives rise to several types of variable consideration, including claims, bonus, un-priced change orders, award and incentive fees, change in law, liquidated damages and penalties. The Company estimates the amount of revenue to be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most likely amount method, whichever is expected to better predict the amount.

e) Claims

  • Arbitration claims are recognized as revenue in the year of receipt of arbitration award or acceptance by the party or evidence of acceptance received and there is reasonable certainty that awarded amount shall be realized.
  • Additional claims (including for escalation), which in the opinion of the management are recoverable under the contract, are recognized at the time of executing the job or acceptance by the party or evidence of acceptance received and reasonable certainty about its realization.

f) Uncollectible accounts receivable

Amounts due from debtors that have been outstanding, though fully provided, are evaluated on a regular basis by the management and are written off, if because of such evaluation, it is determined that these amounts will not be collected.

g) Unbilled Revenue

Unbilled revenue represents the amount of contract revenue recognized under Ind AS 115 that exceeds the cumulative amount billed to the customer as of the reporting date. It includes work completed and revenue recognized (either on cost-to-cost basis or on certification) but not yet invoiced.

h) Contract Balances:

a) Contract Assets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.

Trade Receivables:

A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).

b) Contract Liability

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.

i) Finance & Other income:

Finance and other income comprise interest income on deposits, dividend income, gains/(losses) on disposal of investments and net gain on translation or settlement of foreign currency borrowings.

Insurance claims are accounted for based on claims admitted / expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection. Interest income is recognised using the effective interest method.

12. Foreign Currency Transaction

Transactions in foreign currencies are initially recorded in the relevant functional currency at the rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the closing exchange rate prevailing as at the reporting date with the resulting foreign exchange differences, on subsequent restatement/settlement, recognized in the statement of profit and loss within other expenses/ other income.

13. Right of Use

The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the estimated useful lives of the assets. The right-of-use assets are also subject to impairment.

The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

14. Leases:

Where the Company is the lessee

The company assesses whether a contract contains a lease at its inception (i.e., if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration).

Right-of-Use (RoU) Asset: On the lease commencement date, the Company recognizes a Right-of-Use asset. This is initially measured at cost, which includes the initial lease liability, any lease payments made at or before commencement (less incentives received), initial direct costs, and restoration estimates. Depreciation: The RoU asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the asset or the end of the lease term. Lease Liability: At commencement, the lease liability is recognized at the present value of the remaining lease payments. These payments are discounted using the Companys incremental borrowing rate if the interest rate implicit in the lease cannot be readily determined. Subsequent Measurement: The lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. It is remeasured if there is a change in future lease payments or a lease modification. Exemptions (Short-term & Low-value Leases): The Company applies the practical expedients allowed under Ind AS 116. For short-term leases (leases with a term of 12 months or less) and leases of low-value assets, the Company does not recognize RoU assets and lease liabilities. Instead, these lease payments are recognized as an operating expense on a straight-line basis over the lease term.

Where the Company is the lessor

When the Company acts as a lessor, it classifies each lease at inception as either an operating lease or a finance lease.

Finance Leases: If the lease transfers substantially all the risks and rewards incidental to ownership of the underlying asset, it is classified as a finance lease. The Company recognizes assets held under a finance lease in its Balance Sheet and presents them as a receivable at an amount equal to the net investment in the lease.

  • Operating Leases: If the lease does not transfer substantially all risks and rewards, it is classified as an operating lease. Lease income from these is recognized in the Statement of Profit and Loss on a straight-line basis over the lease term unless another systematic basis is more representative.

15. Segment Reporting

Based on the "Management Approach" as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) evaluates the performance and allocates resources based on an analysis of various performance indicators by business segments. The Managing Director (MD) has been identified as CODM.

The Company has evaluated the requirements of Ind AS 108 and determined that it does not have any distinct segments that meet the criteria for separate disclosure. As a result, segment reporting is not applicable, and the Restated Financial Information present the financial performance of the Group for FY2024/FY2025 and of the Company on a standalone basis for FY2026.

16. Employee Benefits:

The Company participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans.

Under a defined contribution plan, the Companys sole obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The employee bears the related actuarial and investment risks. The expenditure for defined contribution plans is recognised as an expense during the period when the employee provides service viz. Provident Fund, Employee State Insurance, Employee Pension scheme.

Under a defined benefit plan, it is the Companys obligation to provide agreed benefits to the employees. The Company bears the related actuarial and investment risks. The present value of the defined benefit obligations is calculated by an independent actuary using the projected unit credit method viz. Gratuity, Compensated absences.

Remeasurements of the defined benefit plans, comprising actuarial gains or losses, and the return on plan assets (excluding interest) are immediately recognised in other comprehensive income, net of taxes and not reclassified to profit or loss in subsequent period. Net interest recognised in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset.

The Company has the following Defined benefit plans:

Gratuity:

Define benefits plan includes gratuity payments in accordance with the Payment of Gratuity Act, 1972. The gratuity is not funded. For defined benefit schemes, the cost of providing benefits is determined using Projected Unit Credit method, with actuarial valuations being conducted at each balance sheet date. Past service cost is recognized to the extent the benefits are already vested and otherwise is amortized on a Straight-Line method over the average period until the benefits become vested. The retirement benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligations as adjusted for unrecognized past service cost.

The present value of the said obligation is determined by discounting the estimated future cash outflows, using interest rates of government bonds. The interest income / (expense) are calculated by applying the abovementioned discount rate to the plan assets and defined benefit obligations liability. The net interest income / (expense) on the net defined benefit liability is recognised in the statement of profit and loss. However, the related re-measurements of the net defined benefit liability are recognised directly in the OCI in the period in which they arise. The said re-measurements comprise of actuarial gains and losses (arising from experience adjustments and changes in actuarial assumptions), the return on plan assets (excluding interest). Re-measurements are not re-classified to the statement of profit and loss in any of the subsequent periods.

Earned Leave (EL) Encashment:

The Company has adopted an Earned Leave (EL) encashment policy with effect from 1 April 2025. Under the policy, the Company provides for the liability towards Earned Leave (EL) encashment benefits in accordance with the terms of employment and Company policy. Eligible employees are entitled to a leave entitlement of 15 days per year.

The Companys liability towards this long-term employee benefit plan is unfunded. The present value of the obligation is determined at each balance sheet date based on an actuarial valuation conducted by an independent appointed actuary using the Projected Unit Credit Method. The obligation is measured at the present value of estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date. Actuarial gains and losses, past service costs, and net interest cost/current service costs are recognized immediately in the Statement of Profit and Loss as part of employee benefit expenses in the period in which they occur

17. Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less (that are readily convertible to known amounts of cash and cash equivalents and subject to an insignificant risk of changes in value). However, for the purpose of Statement of Cash Flows, in addition to above items, any bank overdrafts / cash credits that are integral part of the Groups cash management, are also included as a component of cash and cash equivalents.

18. Cash flow Statements:

Statement of Cash flows is being prepared in accordance with the indirect method prescribed in Indian Accounting Standard – 7 on Statement of Cash flow, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals, or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash from operating, investing, and financing activities of the Group are segregated.

19. Recent Accounting Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.

In May 2025, MCA notified amendments to:
Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.

In August 2025, MCA notified the following amendments to:
Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. April 1, 2025 – the amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.

Ind AS 12, International Tax Reform – Pillar Two Model Rules applicable immediately - The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and disclose that they have applied the relief. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.

PRINCIPAL COMPONENTS OF REVENUE AND EXPENSES

The following descriptions set forth information with respect to the key components of our profit and loss statements:

Total Income

Our total income consists of: (a) revenue from operations; and (b) other income.

Revenue from operations

Our revenue from operations comprises revenue from sale of products including traded goods and sale of services which comprises of civil contractor services provided India and development income from real estate.

Other income

Our other income comprises of interest on fixed deposit, rental income, liability written back, miscellaneous income, gain on loss of control in subsidiary, profit/loss on sale of fixed assets, gain on derecognition of lease liability, ROU and security deposit, foreign exchange gain and interest income (Ind AS adjustment).

Expenses

Expenses consist of purchase of traded goods, change in inventory, consumption of material, construction expense, employee benefits expense, finance costs, depreciation and amortisation expense and other expenses.

Purchase of traded goods

Purchase of traded goods comprises of HDD machine, hydraulic motor hydraulic transmission drives, hydraulic oil pump, drill rod.

Change in inventory

Change in inventory is the difference between the opening inventory and closing inventory and reflects the change in our inventories from the beginning of the year to the end of the year.

Consumption of material

Consumption of material comprises of optical fibre cables, TMT steel, cement, stones, bricks, gas pipes, aggregates, concrete, sand, manhole frames, MS wire, plumbing supplies, HDPE ducts, joint closures, GI pipes, poles, muffs, dead-end fittings, suspension fittings, cable brackets, GI sheets, among others, which are sourced from a set of regular suppliers.

Construction expense

Construction expense comprises of rates & taxes, labour expenses, design & survey expenses, repair and maintenance, service charges, site expenses, sub-contractor expense, power & fuel expense, rent expense (site) and transportation charges.

Employee benefits expense

Employee benefits expense includes salary expense, directors remuneration, contributions to provident and other funds, sitting fees to directors, staff welfare expenses, bonus expense, LWF expense & professional tax, leave encashment and gratuity - service cost.

Finance costs

Finance costs comprises of interest on mobilisation advance, bank guarantee & LC charges, bank charges, interest expense which includes Ind AS adjustment, MSME delay payment, borrowings and bank overdraft.

Depreciation and amortisation expense comprises of depreciation on property, plant & equipments, depreciation on investment property, amortisation on intangible assets, depreciation on right of use assets.

Other expenses

Our other expenses comprises of payment to auditor fees, consultancy fee, conveyance charges, donation expense, duties & taxes, electricity expenses, insurance expense, liquidated damages, legal/professional charges, miscellaneous expenses, office expenses, interest on TDS, interest on GST, postage & courier expense, VAT refund write-off, business promotion, printing & stationery expense, repairs and maintenance expenses, legal fee, rent expense – office, telephone expense, penalty on CSR of the earlier years, travelling expense, reversal/expected credit loss allowance, fixed assets write-off and CSR expenses.

Profit/(Loss) before tax

Profit/(Loss) before tax for the year is calculated after reducing the total expenses from the total income.

Tax expense

Total tax expense consists of current tax expense, tax related to prior period and deferred tax.

Profit/(Loss) for the year/period

Profit/(Loss) for the year/period is calculated after reducing the total tax expense from the profit/(loss) before tax.

OUR RESULTS OF OPERATION

The following tables set forth our selected financial data from our restated statement of profit and loss for the Fiscals 2026, 2025 and 2024, the components of which are also expressed as a percentage of total income for such years:

Particulars Fiscal 2026 Amounts (? million) Fiscal 2026 % of Total Income Fiscal 2025 Amounts (? million) Fiscal 2025 % of Total Income Fiscal 2024 Amounts (? million) Fiscal 2024 % of Total Income

Income

Revenue from operations 2,412.48 98.63 1,800.66 98.75 1,539.82 99.08
Other income 33.39 1.37 22.88 1.25 14.35 0.92

Total income (I)

2,445.87

100.00

1,823.54

100.00

1,554.17

100.00

Expenses

Purchase of traded goods 71.64 2.93 120.67 6.62 52.65 3.39
Change in inventory 135.22 5.53 (81.19) (4.45) (7.31) (0.47)
Consumption of material 464.61 19.00 652.98 35.81 382.87 24.64
Construction expense 1,072.88 43.86 641.38 35.17 668.08 42.99
Employee benefits expense 60.61 2.48 44.14 2.42 40.03 2.58
Finance costs 42.66 1.74 37.88 2.08 35.54 2.29
Depreciation and amortisation expense 30.98 1.27 24.81 1.36 19.66 1.27
Other expenses 105.58 4.32 100.76 5.52 118.45 7.62

Total expenses (II)

1,984.18

81.12

1,541.43

84.53

1,309.97

84.29

Profit/(Loss) before exceptional items and tax [III] (I – II)

461.69

18.88

282.11

15.47

244.20

15.71

Exceptional items (IV) - - - - - -

Profit/(Loss) before tax [V] (III - IV)

461.69

18.88

282.11

15.47

244.20

15.71

Tax expense

Current tax expense 119.39 4.88 72.25 3.96 63.85 4.11
Tax related to prior period 7.56 0.31 1.43 0.08 5.77 0.37
Deferred tax 4.47 0.18 (2.61) (0.14) 0.71 0.05

Total tax expense (VI)

131.42

5.37

71.07

3.90

70.33

4.53

Profit/(Loss) for the year [VII] (V– VI)

330.27

13.50

211.04

11.57

173.87

11.18

Total Income

Our total income increased by ? 622.33 million i.e. by 34.13% to ? 2,445.87 million in Fiscal 2026 from consolidated amount of ? 1,823.54 million in Fiscal 2025. This increase was primarily attributable to the following:

Revenue from operations

Our revenue from operations increased by ? 611.82 million i.e. by 33.98% to ? 2,412.48 million in Fiscal 2026 from consolidated amount of ? 1,800.66 million in Fiscal 2025. The increase was primarily attributable to an increase in revenue from the sale of services, which rose to ? 2,338.87 million in Fiscal 2026 from ? 1,676.53 million in Fiscal 2025, the increase was principally driven by higher execution of EPC projects during the year, resulting in higher revenue recognition.

Other income

Our other income increased by ? 10.51 million i.e. by 45.89% to ? 33.39 million in Fiscal 2026 from consolidated amount of ? 22.88 million in Fiscal 2025. The increase was primarily attributable to (i) increase in interest on fixed deposit to ? 17.94 million in Fiscal 2026 from ? 15.94 million in Fiscal 2025 and (ii) increase in liabilities written back to ? 11.12 million in Fiscal 2026 from ? 1.35 million in Fiscal 2025.

Expenses

Our total expenses increased by ? 442.75 million i.e. by 28.72% to ? 1,984.18 million in Fiscal 2026 from consolidated amount of ? 1,541.43 million in Fiscal 2025. The increase was primarily driven by the higher construction expenses due to increased project execution, changes in inventories reflecting the stage of execution of ongoing projects and higher employee benefits expense resulting from increased manpower deployment to support business operations.

Expenses incurred in respect of Purchase of traded goods, changes in inventory and consumption of material

The total expenses which are incurred by our Company with respect to purchase of traded goods, changes in inventory and consumption of material during Fiscal 2026 and Fiscal 2025 are as follows:

Particulars Fiscal 2026 Amounts (? million) Fiscal 2026 % of Total Income Fiscal 2025 Amounts (? million) Fiscal 2025 % of Total Income
Purchase of traded goods 71.64 2.93 120.67 6.62
Change in inventory 135.22 5.53 (81.19) (4.45)
Consumption of material 464.61 18.99 652.98 35.81

Total

671.47

27.45

692.46

37.98

Our purchase of traded goods decreased by ? 49.03 million i.e. by 40.63% to ? 71.64 million, changes in inventory increased by ? 216.41 million i.e. by 266.55% to ? 135.22 million and consumption of material decreased by ? 188.37 million, i.e.; by 28.85% to ? 464.61 million in Fiscal 2026 from ? 120.67 million, ? 81.19 million and ? 652.98 million, respectively in Fiscal 2025. These movements were primarily attributable to changes in the composition and timing of project execution, including lower reliance on trading activities and a higher contribution from service contracts. On a combined basis, consumption of materials and changes in inventories increased marginally, reflecting the higher scale of operations and project execution during Fiscal 2026.

Construction expense

Our construction expenses increased by ? 431.50 million, i.e. 67.28% to ? 1,072.88 million in Fiscal 2026 from consolidated amount of ? 641.38 million in Fiscal 2025. The increase was primarily driven by higher execution of EPC projects during Fiscal 2026, which led to increased subcontracting activity, labour deployment and other project execution costs. Subcontractor expenses increased to ? 664.78 million from ? 315.43 million, while labour expenses increased to ? 255.43 million from ? 197.41 million. In addition, repair and maintenance expenses, machine hiring charges, power and fuel expenses, site rent and transportation charges increased in line with the higher scale of operations. These increases were partially offset by lower design and survey expenses, site expenses and rates and taxes.

Employee benefits expense

Our employee benefits expense increased by 16.47 million, i.e. 37.31% to 60.61 million in Fiscal 2026 from consolidated amount of 44.14 million in Fiscal 2025. The increase was primarily driven by higher employee costs incurred to support the increased scale of operations and project execution during the year, including higher salaries and wages, directors remuneration, statutory employee benefit contributions and other employee-related expenses.

Finance costs

Our finance costs increased by 4.78 million, i.e. 12.64% to 42.66 million in Fiscal 2026 from consolidated amount of 37.88 million in Fiscal 2025. The increase was primarily attributable to higher utilization of working capital borrowings and banking facilities in line with the increased scale of operations, resulting in higher interest expense on borrowings, overdraft facilities and bank guarantee and letter of credit charges. These increases were partially offset by lower interest on mobilisation advances and certain other finance charges.

Depreciation and amortisation expense

Our depreciation and amortisation expense increased by 6.17 million i.e. by 24.84% to 30.98 million in Fiscal 2026 from consolidated amount of 24.81 million in Fiscal 2025. The increase was primarily attributable to increase in depreciation on property, plant and equipment to 30.11 million in Fiscal 2026 from 19.97 million in Fiscal 2025, resulting from capital expenditure incurred and the commissioning of additional assets to support our expanding operations during Fiscal 2026, in addition, amortisation expense on intangible assets increased marginally during the year.

Other expenses

Our other expenses increased by 4.82 million, i.e. 4.78% to 105.58 million in Fiscal 2026 from consolidated amount of 100.76 million in Fiscal 2025. The increase was primarily driven by higher administrative and business support expenses incurred in line with the increased scale of operations, including consultancy fees, office rent, travelling expenses and CSR expenditure. Other expenses for Fiscal 2026 also included certain non-recurring items, such as fixed assets written off, VAT refund written off and a penalty relating to CSR obligations of earlier years. These increases were largely offset by lower duties and taxes, lower liquidated damages and the reversal of expected credit loss allowance during Fiscal 2026.

Profit/(Loss) Before Tax

For the reasons discussed above, profit before tax in Fiscal 2026 was 461.69 million compared to consolidated amount of 282.11 million in Fiscal 2025.

Tax Expense

Our current tax expense increased to 119.39 million in Fiscal 2026 compared to consolidated amount of 72.25 million in Fiscal 2025 due to increase in profit before tax which resulted on account of growth in business operations. Further, tax related to prior period increased to 7.56 million in Fiscal 2026 compared to 1.43 million in Fiscal 2025 and deferred tax also increased to 4.47 million in Fiscal 2026 compared to 2.61 million in Fiscal 2025.

Profit/(Loss) for the Year

For the various reasons discussed above, we recorded a profit after tax of 330.27 million for the Fiscal 2026 compared to consolidated amount of 211.04 million in Fiscal 2025.

2025 compared to Fiscal 2024

Total Income

Our total income increased by ? 269.37 million i.e. by 17.33% to ? 1,823.54 million in Fiscal 2025 from ? 1,554.17 million in Fiscal 2024. This increase was primarily attributable to the following:

Revenue from operations

Our revenue from operations increased by ? 260.84 million, or 16.94%, from ? 1,539.82 million in Fiscal 2024 to ? 1,800.66 million in Fiscal 2025. The increase was primarily attributable to higher revenue from sale of services and products, partially offset by the absence of development income from real estate following the cessation of Ann Projects Private Limited as a subsidiary.

Other income

Our other income increased by ? 8.53 million, or 59.47%, from ? 14.35 million in Fiscal 2024 to ? 22.88 million in Fiscal 2025. The increase was primarily attributable to higher interest income on fixed deposits, liabilities written back and a gain on loss of control in a subsidiary.

Expenses

Our total expenses increased by ? 231.46 million, or 17.67%, from ? 1,309.97 million in Fiscal 2024 to ? 1,541.43 million in Fiscal 2025. The increase was primarily attributable to higher purchases of traded goods and consumption of materials, which increased to ? 120.67 million and ? 652.98 million, respectively, in Fiscal 2025, from ? 52.65 million and ? 382.87 million, respectively, in Fiscal 2024.

Expenses incurred in respect of Purchase of traded goods, changes in inventory and consumption of material

The total expenses which are incurred by our Company with respect to purchase of traded goods, changes in inventory and consumption of material during Fiscal 2025 and Fiscal 2024 are as follows:

Particulars Fiscal 2025 Amounts (? million) Fiscal 2025 % of Total Income Fiscal 2024 Amounts (? million) Fiscal 2024 % of Total Income
Purchase of traded goods 120.67 6.62 52.65 3.39
Change in inventory (81.19) (4.45) (7.31) (0.47)
Consumption of material 652.98 35.81 382.87 24.63

Total

692.46

37.98

428.21

27.55

Our purchase of traded goods increased by ? 68.02 million i.e. by 129.19% to ? 120.67 million, changes in inventory decreased by ? 73.88 million i.e. by 1,010.93% to ? 81.19 million and consumption of material increased by ? 270.11 million, i.e.; by 70.55% to ? 652.98 million in Fiscal 2025 from ? 52.65 million, ? 7.31 million and ? 382.87 million, respectively in Fiscal 2024. The company has executed the higher number of projects during Fiscal 2025 and accordingly, consumption of material has been increased and changes in inventory remained at have negative impact with increase in inventory level.

Construction expense

Our construction expenses decreased by ? 26.70 million, or 4.00%, from ? 668.08 million in Fiscal 2024 to ? 641.38 million in Fiscal 2025. The decrease was primarily attributable to lower machine hiring expenses, subcontractor expenses and transportation charges, partially offset by higher labour and repair and maintenance expenses.

Employee benefits expense

Our employee benefits expense increased by ? 4.11 million, or 10.25%, from ? 40.03 million in Fiscal 2024 to ? 44.14 million in Fiscal 2025. The increase was primarily attributable to higher directors remuneration and bonus expenses, partially offset by lower salary and staff welfare expenses.2024 to 24.81 million in Fiscal 2025. The increase was primarily attributable to higher depreciation on property, plant and equipment and right-of-use assets.

Other expenses

Our other expenses decreased by 17.69 million, or 14.93%, from 118.45 million in Fiscal 2024 to 100.76 million in Fiscal 2025. The decrease was primarily attributable to lower liquidated damages, interest on GST and expected credit loss allowance, partially offset by higher duties and taxes.

Profit/(Loss) Before Tax

For the reasons discussed above, profit before tax was 282.11 million in Fiscal 2025 compared to profit before tax of 244.20 million in Fiscal 2024.

Tax Expense

Our current tax expense increased to 72.25 million in Fiscal 2025 compared to 63.85 million in Fiscal 2024 due to increase in profit before tax which resulted on account of growth in business operations. Further, tax related to prior period decreased to 1.43 million in Fiscal 2025 compared to 5.77 million in Fiscal 2024 and deferred tax also decreased to 2.61 million in Fiscal 2025 compared to 0.71 million in Fiscal 2024.

Profit/(Loss) for the Year

For the various reasons discussed above, we recorded a profit after tax of 211.04 million for the Fiscal 2025 compared to profit for the year of 173.87 million in Fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary liquidity and capital requirements have been to finance our capital expenditure and working capital needs for our operations. We have met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of March 31, 2026, we had 922.06 million in trade receivables, 27.69 million in cash and cash equivalents, 68.14 million in other bank balance and 172.75 million in other current financial assets. We believe that after taking into account the expected cash to be generated from operations, our borrowings and the proceeds from the Issue, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital for the next 12 months.

CASH FLOWS

The following table summarise our cash flows data for the years indicated:

(? million)

Particulars 2026 2025 2024
Net cash flow / used in from operating activities (2.47) (353.78) 82.05
Net cash flow / used in from investing activities (234.40) (14.09) (39.20)
Net cash flow / used in from financing activities 261.14 342.77 (39.93)
Net increase/decrease in cash and cash equivalents 24.27 (25.10) 2.92

2024.00 million and non-current assets of 44.23 million, 34.06 million and 32.47 million, respectively, partially offset by increases in trade payables and other current liabilities of 38.11 million, net cash generated from operating activities was 28.05 million.

Operating Activities

Fiscal 2026

Net cash used in operating activities was 2.47 million in Fiscal 2026, despite profit before tax of 461.69 million. Operating profit before working capital changes was 509.73 million, which was primarily adjusted for an increase in trade receivables of 922.06 million and other current assets of 89.49 million, partially offset by increases in trade payables and other current liabilities of 179.80 million and 249.37 million, respectively, and a decrease in inventories of 135.22 million. After accounting for direct taxes paid of 116.59 million, net cash used in operating activities was 2.47 million.

Fiscal 2025

Net cash used in operating activities was 353.78 million in Fiscal 2025, despite profit before tax of 282.11 million. Operating profit before working capital changes was 327.19 million. The operating cash outflow was primarily attributable to an increase in trade receivables of 664.80 million, along with increases in inventories and other current assets, partially offset by increases in trade payables and other current financial liabilities of 162.13 million and 40.06 million, respectively. After accounting for direct taxes paid of 71.61 million, net cash used in operating activities was 353.78 million.

Fiscal 2024

Net cash generated from operating activities was 82.05 million in Fiscal 2024, compared to profit before tax of 244.20 million and operating profit before working capital changes of 294.36 million. Operating cash flows were primarily impacted by decreases in other current liabilities of 91.14 million and increases in inventories, other current assets and non-current assets of 44.23 million, 34.06 million and 32.47 million, respectively, partially offset by increases in trade payables and other current financial liabilities of 11.91 million and 18.15 million, respectively. After accounting for direct taxes paid of 38.11 million, net cash generated from operating activities was 82.05 million.

Investing Activities

Fiscal 2026

Net cash used in investing activities during Fiscal 2026 was (234.40) million primarily on account of sales of property, plant & equipment of 0.87 million, purchase of property, plant & equipment of (228.55) million, Interest in income from FDR of 17.94 million, FDR with bank (margin money) of (26.89) million and rental income of 2.23 million.

Fiscal 2025

Net cash used in investing activities during Fiscal 2025 was (14.09) million primarily on account of sales of property, plant & equipment of 0.68 million, purchase of property, plant & equipment of (1.28) million, interest from FDR of 15.94 million, proceeds from sale of subsidiary of 0.05 million, FDR with bank (margin money) of (32.36) million and rental income of 2.88 million.

Fiscal 2024

Net cash used in investing activities during Fiscal 2024 was (39.20) million primarily on account of sales of property, plant & equipment of 0.82 million, purchase of property, plant & equipment of (75.14) million, interest from FDR of 11.08 million, FDR with bank (margin money) of 21.49 million and rental income of 2.55 million.

Financing Activities

Fiscal 2026

Net cash generated from financing activities during Fiscal 2026, was 261.14 million primarily on account of proceeds of borrowings of 302.71 million and interest paid of (41.59) million.

2025

Net cash generated from financing activities during Fiscal 2025, was 342.77 million primarily on account of repayment of lease liability of (4.76) million, proceeds of borrowings of 66.29 million, proceeds from share allotment of 317.07 million and interest paid of (35.83) million.

Fiscal 2024

Net cash used in financing activities during Fiscal 2024, was (39.93) million primarily on account of repayment of lease liability of (4.14) million, repayment of borrowings of (1.03) million and interest paid of (34.76) million.

CAPITAL EXPENDITURE

The details of capital expenditure incurred by us during Fiscal 2026, 2025 and 2024 are as follows:

(? million)

Capital expenditure Fiscal 2026 Fiscal 2025 Fiscal 2024
Addition to property, plant and equipment and intangible assets 228.55 1.28 75.15

FINANCIAL INDEBTEDNESS

As of March 31, 2026, we had total borrowings of 525.38 million. The following table sets forth certain information relating to our total borrowings as of Fiscal 2026, 2025 and 2024:

(? million)

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
Total borrowings 525.38 222.66 196.86

For further information on our indebtedness, see section titled "Financial Indebtedness" on page 380.

CONTINGENT LIABILITIES AND COMMITMENTS

The following table sets certain information relating to our contingent liabilities as at March 31, 2026, as determined in accordance with Ind AS 37:

(? million)

Contingent liabilities(1) As at March 31, 2026 (Standalone)
a) Disputed tax liability(1) (ii)
GST Tax Amount (West Bengal) for the year 2017-18 (matter under appeal and adjudication)* 13.03
GST Tax Amount (Delhi) for the year 2019-20 (matter under appeal) 2.25
GST Tax Amount (Bihar) 1.20
GST Tax Amount (DGGI) West Bengal (matter under appeal) 1.28
Disputed liability under income tax 1.04
Disputed liability under octroi 0.13
Disputed liability under custom duty 0.84
*Interest and penalties impact on above, if any, will be considered as and when arise 75.36
b) Bank guarantees 894.94
c) Letters of credit 18.59

Total

1,088.66

Notes:

i. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

  1. The Company has disputed the demand raised under various GST registrations and clearly mentioned that those matters are currently under appeal with the tax authorities/Adjudication. The Company is of the firm view that the demand is likely to be either deleted or substantially reduced, and accordingly, no provision is considered necessary.
  2. The Company is in receipt of a show cause notice dated August 13, 2025 regarding the short levy of custom duty on import of machines and the Company has written a letter to custom department enquiring the matter so that suitable documents can be submitted in response to the matter. Further, a matter of octroi for the FY. 2016-17 is pending for adjudication.

For further details, see "Restated Financial Information - Note No. 40 - Contingency Liabilities & Capital Commitment" on page 333.

There are no estimated amount of contracts remaining to be executed on capital account and not provided for as at Fiscals 2026, 2025 and 2024.

OFF-BALANCE SHEET ARRANGEMENTS

As on the date of this Red Herring Prospectus, there are no off-balance sheet arrangements as per the Restated Financial Information.

QUANTITATIVE AND QUALITATIVE ANALYSIS OF MARKET RISKS

The Companys principal financial liabilities comprise borrowings, lease liabilities and other non-current financial liabilities. The main purpose of these financial liabilities is to finance and support operations of our Company. The Companys principal financial assets include investment, trade receivable, Unbilled Revenue, cash and cash equivalents, other bank balance, loans and advances and other current financial assets.

Our Companys business activities expose it to market risk, liquidity risk, interest rate risk and credit risk. The management develops and monitors the Groups risk management policies. The key risks and mitigating actions are placed before the Board of directors of our Company. Our Companys risk management policies are established to identify and analyse the risks faced by our Company, to set appropriate risk limits and to control and monitor risk and adherence to limits.

Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities and deposits with banks. The Groups maximum exposure to credit risk is limited to the carrying amount of the financial assets recognised as at the reporting periods.

Liquidity Risk

Liquidity risk is defined as a risk that the Group will not be able to settle or meet its obligations on time. The Groups treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by the Senior Management.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of interest rate risk financial instruments affected by market risk include loans, borrowings and deposits.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Groups borrowings generally are carried at amortized cost bearing Fixed Rate. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate on account of a change in market interest rates.

The Group main interest rate risk arise from long term borrowings which are mostly on Fixed Rate basis. Further the Group is maintaining deposits with Banks which are short term in nature. Hence the management does not perceive any material interest risk due to change in interest rate.

The Group tries to obtain such facilities on the best possible terms and always compares it with the rate of interest prevailing in the market and tries to minimize the outflow on the account of interests.

RECENT ACCOUNTING PRONOUNCEMENTS

As on the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which would have a material effect on our financial condition or results of operations.

SUMMARY OF RESERVATIONS OR QUALIFICATION OR ADVERSE REMARKS OR MATTERS OF EMPHASIS BY THE AUDITORS

There are no reservations, qualifications, adverse remarks or matters of emphasis included by the auditors in the Restated Financial Information of our Company.

RELATED PARTY TRANSACTIONS

We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see "Restated Financial Information - Note No. 45 - Related Party Disclosures" on page 338.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as disclosed in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See "Risk Factors" and "Significant Factors Affecting our Result of Operations" in this section on pages 19 and 353, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to the trends identified above in "Significant Factors Affecting our Result of Operations" and the uncertainties described in "Risk Factors", beginning on pages 19 and 353, respectively. Further, except as disclosed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our revenues.

FUTURE RELATIONSHIP BETWEEN COST AND REVENUE

Other than as described in "Risk Factors", "Our Business" and above in "Significant Factors Affecting our Result of Operations" beginning on pages 19, 213 and 353, respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE FROM OPERATIONS ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALE PRICES

Changes in revenue from operations are as described in " - Fiscal 2026 compared to Fiscal 2025, - Fiscal 2025 compared to Fiscal 2024" on page 370 and 372 respectively.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies during Fiscals 2026, 2025 and 2024.

NEW PRODUCTS OR BUSINESS VERTICALS

Except as set out in this section and in the section titled "Our Business" beginning on page 213, there are no new products or business verticals, categories or sectors in which we operate that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

SEASONALITY OF BUSINESS

Our operations are subject to seasonality and weather-related disruptions. Further, the same may also be adversely affected by difficult working conditions during monsoon season. During periods of curtailed activity due to adverse weather conditions, we may continue to incur operating expenses, but our revenues from operations may be delayed or reduced. For example, severe weather may require us to evacuate personnel or curtail services, may result in damage to a portion of our equipment or facilities resulting in the suspension of operations, and increase our maintenance costs. These factors may make it difficult for us to prepare accurate internal financial forecasts. Typically, our quarter wise net sales figures are lower during the monsoon quarter, i.e.; June to September in comparison to the other quarters. In addition, since revenues are not recognized until there is reasonable progress on a contract, revenues recorded in the third quarter of our financial year between June to September are traditionally less compared to revenues recorded during fourth quarter between October to December in relevant Fiscal lease mention second half of the year.

As a result, there is a significantly higher volume of billing and work execution in the fourth quarter compared to the other quarters, therefore, our revenues and profits may vary significantly during different quarters, thus, certain quarters are not indicative of our financial position for the year. For further details, see sections titled "Industry Overview", "Our Business" and "Risk Factors - Our financial results may be subject to seasonal variations. More than 50.00% of our revenue is booking in the last quarter of relevant Fiscal. Any obstruction in our operations due to rain, snowfall or any other seasonal factor may impact our operations, which may lead to delay/loss of our revenue from operations, profitability etc" on page 130, 213 and 50.

SIGNIFICANT DEPENDENCE ON CUSTOMERS AND SUPPLIERS

We depend on a limited number of suppliers or customers for a significant part of our revenue from operations. For further details, see "Risk Factors - We are dependent on our top ten customers in respect of our business. Our top 10 customers contributed to 97.96%, 98.25% and 95.90% of our revenue from operations during Fiscals 2026, 2025 and 2024, respectively. Any loss of any major customer may adversely impact revenue of our business. Any decrease in demand from such customers, the loss of such customers or our inability to diversify our customer base could have an adverse effect on our business, results of operations, financial condition and cash flows" on page 22.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2026, THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as stated below and elsewhere in this Red Herring Prospectus, no developments have come to our attention since the date of the Restated Financial Information that could materially and adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months:

"The Company is in receipt of an order from Signalling & Telecom Division of Ministry of Railway; Howrah dated June 04, 2026 of 133.49 Million (inclusive of applicable taxes) for provision of both Optical Fibre Cable (E1 Channel or Dark Fibre) & Quad Media for Universal Fail-Safe Block Interface ("UFSBI") / Solid State Block Proving by Axle Counter ("SSBPAC") over Howrah ("HWH") Division."

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