Anubhav Plast Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the financial years ended March 31, 2025, 2024 and 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled " Financial Information of the Company " beginning on page 222 of the Draft Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 28 of this Draft Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward- looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 19 of this Draft Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Anubhav Plast Limited, our Company on Standalone Basis. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements the financial years ended March 31, 2025, 2024 and 2023 is on a standalone basis included in this Draft Red Herring Prospectus beginning on page 222 of this Draft Red Herring Prospectus

BUSINESS OVERVIEW

The company was incorporated on January 1, 1987, as a private limited company under the Companies Act, 1956, Anubhav Plast transitioned into a public limited company on January 8, 2025. The Company is engaged in the manufacturing of Electric Resistance Welding (ERW) steel pipes and tubes in various shapes and sizes, along with Swaged Steel Tubular Poles under the "ANUBHAV" brand. These products cater to diverse sectors including electricity transmission, street lighting, telecom, irrigation, water supply, construction, and general engineering.

With a legacy spanning over three decades, the Company initially began operations with a single plant for manufacturing Swaged Steel Tubular Poles as per IS:2713 standards. Over time, it has expanded its capabilities through backward integration by installing two tube mills to manufacture ERW pipes in compliance with IS:1161, IS:4270, IS:4923, IS:3589, and other standards. Currently, Anubhav Plast operates two manufacturing units in Kanpur Dehat, Uttar Pradesh: Unit I manufacture both ERW pipes and poles, while Unit II is dedicated to pole production.

The Companys installed capacities stand at 90,000 MTPA for ERW pipes and 1,50,000 units per annum for poles. The product portfolio includes more than 80 standard pole sizes (410SP-1 to 410SP-80) as per IS:2713, round pipes from 1.5" to 8" diameter, and square/rectangular hollow sections up to 100x100 mm, as well as other pipes and tubes in accordance with IS:3589, IS:4270, and IS:9295, with expansion plans underway. Anubhav Plast also provides value-added services like galvanization through third-party vendors and is exploring diversification into scaffolding pipes, automotive components, solar structures, and crash barriers.

The Company procures its primary raw material, HR Coils, from a "Navratna" PSU under an MoU and supplements through open-market purchases. Its advanced machinery includes a High-Frequency Welding (HFW) Unit, enabling precision, automated welding with high-quality outputs. The ISO 9001:2015-certified facilities are strategically located near raw material sources, ensuring operational efficiency.

Led by Onkar Nath Gupta and Vinamra Gupta, Anubhav Plast has a strong leadership team and workforce focused on quality and timely execution. The Company secures work primarily through government tenders and e-marketplaces, maintaining relationships with State Electricity Boards and private clientals. A notable project includes the timely supply of 3,510 swaged steel tubular poles for the 2025 Mahakumbh Mela.

The Company has shown strong financial growth, with growth in revenue from operations increasing from 7.23% in FY23 to 12.41% in FY25. Working capital requirements rose due to larger contracts, financed through institutional borrowings. Revenue reached 9816.74 Lakhs for the year ending March 31, 2025, reflecting robust order inflow and operational scale-up.

Key Performance Indicators

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial Information included in this Draft Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. A list of our KPIs for Financial Years ended March 31, 2025, 2024 and 2023 is set out below.

		( in lakhs except ratios and percentage)
Particular	As of and for the FY
	31 st March 2025	31 st March 2024	31 st March 2023
Revenue from Operations ( in Lakhs) (1)	9816.74	8732.69	8713.69
Growth in Revenue from Operations (%) (2)	12.41	0.22	7.23
EBITDA ( in Lakhs) (3)	1218.34	663.88	425.83
EBITDA Margin (%) (4)	12.41	7.60	4.89
Profit After Tax ( in Lakhs) (5)	605.73	207.87	76.42
PAT Margin (%) (6)	6.17	2.38	0.88
EBIT ( in Lakhs) (7)	1140.10	571.54	324.14
EBIT Margin (%) (8)	11.61	6.54	3.72
ROAE(%) (9)	48.07	24.36	10.94
ROCE(%) (10)	62.08	38.61	26.86
Net Worth (11)	1562.93	957.20	749.33

Notes:

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

2. Growth in revenue Operations is calculated by the current periods revenue and subtract the previous periods revenue and then divide by the previous periods revenue.

3. EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses-Other Income.

4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.

5. PAT is calculated as Profit before tax Tax Expenses.

6. PAT Margin is calculated as PAT for the year divided by Revenue from Operations.

7. EBIT is calculated as Profit before tax + Interest Expenses.

8. Return on Average Equity is ratio of Profit after Tax and Average Shareholder Equity.

9. ROAE: Return on average equity is calculated as profit after tax divided by Average Equity

10. Return on Capital Employed is calculated as EBIT divided by average capital employed, which is defined as Average of Shareholders Equity plus Non-Current Borrowings.

11. Net worth means the aggregate value of the Paid-up Share Capital and Reserves and Surplus.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED BALANCE SHEET

Except as stated in Draft Red Herring Prospectus, to our knowledge no circumstances have arisen since March 31, 2025 that could materially and adversely affect or are likely to affect, our operations or profitability, or the value or our ability to pay our material liabilities within the next 12 months.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled " Risk Factor " beginning on page 28 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

?€  Demand for our products is influenced by macro and microeconomic factors.

?€  Availability of labour.

?€  Increased competition, especially in the Steel and Allied Products industry.

?€  Fluctuations in operating costs, including raw material, electricity, labour, and other expenses.

?€  Ability to attract and retain top talent.

?€  Failure to keep pace with rapid changes in technology, sales, and marketing trends.

?€  Ability to meet capital expenditure requirements.

?€  Dependence on key personnel, including Directors and senior management.

?€  Ability to successfully implement business strategy and plans.

?€  General economic and business conditions in our operating markets (local, regional, national, international).

?€  Changes in political and social conditions in India.

?€  Changes in monetary and interest rate policies of India and other countries.

?€  Changes in government policies and regulatory actions that affect our business.

?€  Inflation, deflation, and volatility in interest rates, equity prices, and other financial indicators.

?€  Performance of financial markets in India and globally.

?€  Occurrence of natural disasters or calamities.

?€  Other factors beyond our control.

?€  Ability to manage risks arising from these factors.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Set forth below are the principal components of statement of profit and loss from our continuing operations:

Income

Our total income comprises of (i) revenue from operations and (ii) other income.

Revenue from Operations

Revenue from operations comprises of sale of goods and services.

Other Income

Other income includes, Interest Received, Rent received, Financial Service Received, Deposit Interest etc.

Expenses

Our expenses comprise of cost of materials consumed, changes in inventories of Stock in Process, employee benefits expense, finance costs, depreciation and amortization expense and other expenses.

Cost of Materials Consumed

Cost of materials consumed denotes the sum of opening inventory of Raw material, Opening inventory of stores, Purchases of raw material, Purchases of stores and consumables, Inward Freight and cartage, Other direct expenses incurred less Closing inventory of raw material and Closing inventory of stores.

Change in inventories of Stock in process

Change in inventories of Stock in process denote the Sum of opening inventories of finished goods, Opening inventories of Scrap less Closing inventories of finished goods and Closing inventories of Scrap.

Employee benefits expense

Employee benefits expenses include Salaries and Wages, Bonus, Contributions to Provident and Other Fund, Employee welfare, Employee insurance, Expenses for post-retirement benefits, Staff welfare expenses.

Finance Cost

Finance cost includes (i) interest on borrowings; (ii) bank and finance charges and (iii) interest paid to others.

Depreciation and Amortization expenses

Depreciation and amortization expenses primarily include depreciation expenses on our buildings, plant and equipments, furniture and fixtures and vehicles, etc.

Other Expenses

Other expenses primarily include Repair and Maintenance Expenses, Travelling and conveyance expenses, Freight outward and Cartage, Fuel and Power expenses etc.

RESULTS OF OUR OPERATION

Particulars	31-Mar-25	31-Mar-24	31-Mar-23
Incomes:
Revenue from Operations		8732.69
	9816.74		8713.69
% of total revenue	99.85	99.91	99.91
% Increase/(Decrease)	12.41	0.22	7.23
Other income	14.34	7.97	7.74
% of total revenue	0.15	0.09	0.09
% Increase/(Decrease)	81.17	3.01	-30.02
Total Revenue	9831.18	8740.66	8721.43
% Increase/(Decrease)	12.48	0.22	7.33
Expenses:
Cost of material consumed	7993.41	7352.10	7883.26
% of total revenue	81.31	84.11	90.39
% Increase/(Decrease)	8.72	-6.74	4.11
Changes in inventories of stock in process and finished goods	101.13	121.71	-197.35
% of total revenue	1.03	1.39	-2.26
% Increase/(Decrease)	-16.91	-161.67	24.68
Employee Benefit expenses	158.21	232.95	319.27
% of total revenue	1.61	2.67	3.66
% Increase/(Decrease)	-32.09	-27.04	119.99
Finance Costs	363.60	357.67	293.73
% of total revenue	3.70	4.09	3.37
% Increase/(Decrease)	1.66	21.77	48.86
Depreciation and amortisation Expense	92.58	100.31	109.43
% of total revenue	0.94	1.15	1.25
% Increase/(Decrease)	-7.70	-8.33	48.38
Other Expenses	287.80	287.12	210.51
% of total revenue	2.93	3.28	2.41
% Increase/(Decrease)	0.23	36.40	16.59
Total Expense	8996.71	8451.86	8618.84
% of total revenue	91.51	96.70	98.82
% Increase/(Decrease)	6.45	-1.94	7.60
Profit Before Exceptional & Extraordinary Items & Tax	834.36	288.80	102.60
% of total revenue	8.49	3.30	1.18
% Increase/(Decrease)	188.90	181.50	-11.25
Exceptional/Prior Period Items	-	-	-
% of total revenue	-	-	-
% Increase/(Decrease)	-	-	-100
Profit Before Tax	834.36	288.80	102.60
% of total revenue	8.49	3.30	1.18
% Increase/(Decrease)	188.90	181.50	-11.76
Tax Expense
Current tax	253.11	87.20	34.55
% of total revenue	2.39	1.00	0.40
% Increase/(Decrease)	169.62	152.36	142.77
Deferred tax (Credit) / Charge	-6.48	-6.27	-8.38
% of total revenue	-0.07	-0.07	-0.10
% Increase/(Decrease)	3.36	-25.15	-163.52
Total Tax Expenses	228.63	80.93	26.18
% of total revenue	2.33	0.93	0.30
% Increase/(Decrease)	182.46	209.16	-4.53
Profit for the period / year	605.73	207.87	76.42
% of total revenue	6.16	2.38	0.88
% Increase/(Decrease)	191.41	172.02	14.00

FISCAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024

Total Income

Our Total Income increased by 1090.52 Lakhs from 8740.66 Lakhs for the financial year ended March 31, 2024, to 9831.18

Lakhs for the financial year ended March 31, 2025, representing a growth of 12.48 % due to the factors described below:

Revenue from operations :

Our Revenue from operations increased by 1084.05 Lakhs from 8732.69 Lakhs for the financial year ended March 31, 2024, to 9816.74 Lakhs for the financial year ended March 31, 2025, representing a growth of 12.41%, such significant growth is on account of addition of new customers and repetitive orders from existing customers.

Other Income:

Our Other Income increased by 6.37 Lakhs from 7.97 Lakhs for the financial year ended March 31, 2024, to 14.34 Lakhs for the financial year ended March 31, 2025, representing a growth of 81.17%.

Expenditure:

Total expense has increased by 544.85 Lakhs from 8451.86 Lakhs in Fiscal Year 2024 to 8996.71 Lakhs for the Fiscal Year 2025 due to increase in Cost of Material Consumed and borrowing Cost.

Cost of Material Consumed:

Our Cost of Materials Consumed increased by 641.31 Lakhs from 7352.10 Lakhs for the financial year ended on March 31, 2024, to 7993.41 Lakhs for the financial year ended on March 31, 2025, representing an increase of 8.72%.

Changes in inventories of stock in process and finished goods:

Our Changes in inventories of stock in process and finished goods decreased by 20.58 Lakhs from 121.71 Lakhs for the financial year ended on March 31, 2024, to 101.13 Lakhs for the financial year ended on March 31, 2025, representing an decrease of 16.91%.

Employee Benefit Expenses:

Our Employee Benefit Expenses decrease by 74.74 Lakhs from 232.95 Lakhs for the financial year ended on March 31, 2024, to 158.21 Lakhs for the financial year ended on March 31, 2025 representing an decrease of 32.09%.due to decrease in Directors remuneration.

Finance Costs:

Our Finance Costs increased by 5.93 Lakhs from 357.67 Lakhs for the financial year ended on March 31, 2024, to 363.60

Lakhs for the financial year ended on March 31, 2025 representing an increase of 1.66%due to increase in interest paid to the banks and others.

Depreciation and amortisation Expense:

Our Depreciation and amortisation Expense decrease by 7.73 Lakhs from 100.31 Lakhs for the financial year ended on March 31, 2024, to 92.58 Lakhs for the financial year ended on March 31, 2025 representing an decrease of 7.70%.

Other Expenses:

Our Other Expenses increased by 0.68 lakhs, from 287.12 Lakhs for the financial year ended March 31, 2024, to 287.80

Lakhs for the financial year ended March 31, 2025 representing an increase of 0.24%. due to increase in Repair and maintenance of machinery and others and increase in travelling and conveyance expenses, freight outward and cartage, fuel and power expenses etc.

Net Profit Before Tax:

Net Profit Before Tax increased by 545.56 lakhs, from 288.80 Lakhs for the financial year ended March 31, 2024, to

834.36 Lakhs for the financial year ended March 31, 2025 representing an increase of 188.90%.

Net Profit after Tax

Net Profit after tax, extraordinary items and Minority interests has increased by 397.86, from 207.87 Lakhs for the financial year ended March 31, 2024, to 605.73 Lakhs for the financial year ended March 31,2025 representing an increase of 191.41%.

FISCAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023

Total Income

Our Total Income increased by 19.23 Lakhs from 8721.43 Lakhs for the financial year ended March 31, 2023, to 8740.66

Lakhs for the financial year ended March 31, 2024, representing a growth of 0.22 % due to the factors described below:

Revenue from operations:

Our Revenue from operations increased by 19 Lakhs from 8713.69 Lakhs for the financial year ended March 31, 2023, to

8732.69 Lakhs for the financial year ended March 31, 2024, representing a growth of 0.22%, such growth is on account of addition of new customers and repetitive orders from existing customers

Other Income:

Our Other Income increased by 0.23 Lakhs from 7.74 Lakhs for the financial year ended March 31, 2023, to 7.97 Lakhs for the financial year ended March 31, 2024, representing a growth of 3.01%.

Expenditure:

Total expense has decreased by 166.98 Lakhs from 8618.84 Lakhs in Fiscal Year 2023 to 8451.86 Lakhs for the Fiscal Year 2024 due to decrease in cost of material Consumed and Change in inventories etc.

Cost of Material Consumed:

Our Cost of Materials Consumed decreased by 531.16 Lakhs from 7883.26 Lakhs for the financial year ended on March 31, 2023 to 7352.10 Lakhs for the financial year ended on March 31, 2024, representing an decrease of -6.74%.

Changes in inventories of stock in process and finished goods:

Our Changes in inventories of stock in process and finished goods increase from (197.35) Lakhs for the financial year ended on March 31, 2023 to 121.71 Lakhs for the financial year ended on March 31, 2024 representing a increase of 161.67%.

Employee Benefit Expenses:

Our Employee Benefit Expenses decrease by 86.32 Lakhs from 319.17 Lakhs for the financial year ended on March 31, 2023 to 232.95 Lakhs for the financial year ended on March 31, 2024 representing a decrease of 27.04%. due to decrease in director remuneration.

Finance Costs:

Our Finance Costs increased by 63.94 lakhs, from 293.73 Lakhs for the financial year ended March 31, 2023, to 357.67

Lakhs for the financial year ended March 31, 2024 representing an increase of 21.77% due to increase in interest paid to the banks and others.

Depreciation and amortisation Expense:

Our Employee Benefit Expenses decrease by 9.12 Lakhs from 109.43 Lakhs for the financial year ended on March 31, 2023 to 100.31 Lakhs for the financial year ended on March 31, 2024 representing a decrease of 8.33%.

Other Expenses

Our Other Expenses increased by 67.7 lakhs, from 210.51 Lakhs for the financial year ended March 31, 2023, to 287.12

Lakhs for the financial year ended March 31, 2024, representing an increase of 36.40% due to increase in repair and maintenance, travelling and conveyance expenses, freight outward and cartage, fuel and power expenses etc.

Net Profit Before Tax:

Our Net Profit Before Tax increased by 186.20 lakhs, from 102.60 Lakhs for the financial year ended March 31, 2023, to 288.80 Lakhs for the financial year ended March 31, 2024, representing an increase of 181.50%.

Net Profit after Tax:

Net Profit after tax, extraordinary items and Minority interests has increased by 131.45, from 76.42 Lakhs for the financial year ended March 31, 2023 to 207.87 Lakhs for the financial year ended March 31,2024 representing an increase of 172.00%.

Cash Flows

Particulars		For The Period or Year Ended
	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2023
Net Cash from
	188.85	160.72	(61.64)
Operating Activities
Net Cash from
Investing Activities	(53.42)	(38.72)	(105.59)
Net Cash used in
Financing Activities	0.59	(238.36)	179.55

Cash Flows from Operating Activities

Our net cash generated from operating activities for the financial year ended on March 31, 2025, was 188.85 Lakhs. As compared for fiscal 2024 was at 160.72 lakhs as compared for fiscal 2023, net cash from operating activities was at (61.64) lakhs.

Cash Flows from Investment Activities

Net cash from investing activities for the year Ended March 31, 2025, was at (53.42), fiscal 2024 was at (38.72) lakh, while

262 for fiscal 2023, net cash from investing activities was at (105.59) lakhs.

Cash Flows from Financing Activities

Net cash from financing activities for the year ended March 31, 2025, was at 0.59 Lakh due to interest and repayment of borrowing, for fiscal 2024 was at (238.36) lakh due to higher amount of borrowing, while for fiscal 2023, net cash from financing activities was at 179.55 lakh due to repayment of borrowing.

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

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

1. Unusual or infrequent events or transactions

Except as described in this Draft Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

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

There are no significant economic changes that materially affected Companys operations or are likely to affect income from continuing operations. Any slowdown in the growth of Indian economy or future volatility in global commodity prices, could affect the business including the future financial performance, shareholders funds and ability to implement strategy and the price of the Equity Shares.

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

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 28 of the Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Expected Future changes in relationship between costs and revenues

Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 28, 153 and 257 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

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

Our Company is engaged in the business of manufacturing of Electric Resistance Welding ("ERW") Steel Pipes &

Tubes in round and square hollow sections/shapes and swaged steel tubular poles in India, with operations spanning more than three decades. Relevant industry data, as available, has been included in the chapter titled " Industry Overview " beginning on page 137 of this Draft Red Herring Prospectus.

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

Except as disclosed in the chapter titled "Our Business" beginning on page 153, our Company has not announced any new services or business services.

7. Seasonality of business

The business of our company is not seasonal, hence there is no impact of seasonality on our turnover and operations.

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

A significant portion of our revenue is derived from certain key distributors and direct customers. For further details, see

" Risk Factors Our Company is dependent on few suppliers for purchase of raw materials. Loss of any of these large suppliers may affect our business operations adversely and A significant portion of our revenue comes from key customers, and losing one or more of them, experiencing a decline in their financial health or business outlook, or facing a reduction in their demand for our products could negatively impact our business, operating results, financial condition, and cash flows on page 28.

9. Competitive conditions

Competitive conditions are as described under the Chapters titled " Industry Overview" and "Our Business" beginning on pages 137 and 153, respectively of this Draft Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e., March 31, 2025.

After the date of last Balance sheet i.e., March 31, 2025, the following material events have occurred:

I. Our company has passed a Board resolution in the board meeting dated August19, 2025 authorizing the Board of

Directors to raise funds by making an Initial Public Offering.

II. Our company has passed a special resolution in the meeting of shareholders dated August 21, 2025, authorizing the

Board of Directors to raise funds by making an Initial Public Offering.

III. Vishakha Sachan was appointed as Company Secretary with effect from October 4, 2024, and resigned from the said position on May 10, 2025. Subsequently, Siddharth Tiwari was appointed as Company Secretary and Compliance officer on May 12, 2025.

IV. Our company has approved the audited financial statements for the year ended March 31, 2025, in the Board meeting dated August 19, 2025 .

V. Our Company has approved the Restated Financial Statements for the financial year ended March 31, 2025, March 31,

2024, and March 31, 2023 in the Board meeting dated August 19,2025.

VI. Our company has enhanced the credit facility with State Bank of India from 2,330.00 lakhs to 2,887.00 lakhs on June

2, 2025.

VII. Our Company has approved the Draft Red Herring Prospectus vide resolution in the Board Meeting dated September 9,

2025.

SECTION X LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no (i) outstanding criminal proceedings (ii) outstanding actions taken by statutory and/or regulatory authorities; (iii) outstanding claims related to direct or indirect taxes; (iv) other pending litigation/ arbitration as determined to be material by our Board as per the Materiality Policy, in each case involving our Company, Subsidiaries,

Directors, Promoter, Joint Venture and Associate (together the "Relevant Parties"); (v) outstanding criminal proceedings or outstanding actions taken by statutory and/or regulatory authorities involving our Key Managerial Personnel and Senior Management; or (vi) litigation involving our Group Companies which has a material impact on our Company. Further, there are no disciplinary actions including penalties imposed by SEBI or stock exchanges against our Promoter in the last five Fiscals preceding the date of this Draft Red Herring Prospectus, including any outstanding action .

Our Company has also disclosed any findings/observations of any of the inspections by SEBI or any other regulator (including the Real Estate Regulatory Authority and enforcement agencies) involving our Company or Subsidiaries or Joint Venture or Associate, which are material, and which need to be disclosed or non-disclosure of which may have bearing on the investment decision.

For the purposes of (iv) above, in terms of the Materiality Policy adopted by resolution of our Board dated August 19, 2025: any outstanding litigation / arbitration proceedings (other than as covered in points (i) to (iii) above involving our Company, Directors, Subsidiaries, Joint Venture, Associate, and Promoter shall be considered material for the purposes of disclosure in this Draft Red Herring Prospectus, if.

(a) the aggregate monetary claim/dispute amount/ liability involved in such proceeding is in excess of the lower of:

(i) 2% of the turnover of our Company, being 1,96,33,478 for the most recent financial year as per the Restated Consolidated Financial Information; or (ii) 2% of the net worth of our Company, being 31,25,857 as at the end of the most recent financial period as per the Restated Consolidated Financial Information, except in case the arithmetic value of the net worth is negative; or (iii) 5% of the average of the absolute value of the profit or loss after tax of our Company, being 14,83,370 for the last three financial years as per the Restated Consolidated Financial Information ( "Threshold" )). For the purpose of (iii) above, it is clarified that the average of the absolute value of profit after tax is to be calculated by disregarding the sign (positive or negative) that denotes such value.

Accordingly, 14,83,370 being the lowest of the above criteria has been considered as the materiality threshold for the purpose of (a) above: or

(b) the outcome of such proceeding (including proceedings under the Insolvency and Bankruptcy Code, 2016) could have a material adverse effect on the business, operations, performance, results of operations, cash flows, prospects, financial position or reputation of our Company, irrespective of whether the amount involved in such proceeding exceeds the Threshold or not or whether the monetary liability is not quantifiable in such proceeding; or (c) the decision in such proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount involved in such proceedings exceeds the Threshold, even though the amount involved in an individual proceeding may not exceed the threshold.

Further, as regards outstanding litigations involving our Group Companies, would be considered to have a material impact on our Company for the purpose of disclosure in this Draft Red Herring Prospectus, if an adverse outcome from such pending litigation would materially and adversely affect the business, prospects, operations, performance, financial position or reputation of our Company.

Pre-litigation notices received by our Company, Subsidiaries, Directors or Promoter, Joint Venture, Associate, Key Managerial Personnel and Senior Management from third parties (excluding those notices issued by statutory / regulatory / governmental / tax / judicial authorities or notices threatening criminal action) shall not be considered as litigation and accordingly not be disclosed in this Draft Red Herring Prospectus until such time our Company, Subsidiaries, Directors or the Promoter, Joint Venture, Associate, Key Managerial Personnel and Senior Management as the case may be, are impleaded as a party in the litigation/ proceeding/ investigation/ regulatory action before any judicial/ arbitral forum.

For the purposes of identification of material creditors, a creditor of our Company, shall be material for the purpose of disclosure in this Draft Red Herring Prospectus and the website of our Company, if outstanding amounts due to such creditor is equal to or in excess of 10% of the total consolidated trade payables of our Company as at the end of the most recent period covered in the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus.

For outstanding dues to MSMEs and other creditors, the disclosure will be based on the information available with the Company regarding the status of the creditors as MSME as defined under Section 2 read with Section 7 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended, as has been relied upon by the statutory auditors in preparing their audit report.

All terms defined in a particular litigation disclosure below correspond to that litigation only.

A. LITIGATION INVOLVING THE COMPANY

(a) Criminal proceedings against the Company

As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings initiated against Company.

(b) Criminal proceedings filed by the Company

As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings filed by the Company.

(c) Actions by statutory and regulatory authorities against the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the Company.

(d) Tax Proceedings: Direct Tax: NIL Indirect Tax:

Sr. No.	Financial Year	Section	Matter	Demand Outstanding (Amount Involved in in lakhs)	Current Status
1.	2018-19	Section 122 of UPGST and CGST Act, 2017	Order of imposition of penalty issued by Office of Deputy Commissioner (Kanpur) dated January 23, 2025 stating demand of 2,05,560/-. Further an appeal was filed before the Additional Commissioner Grade- II Appeal (Kanpur), against the said order dated April 22, 2025. However, the same was dismissed by the court vide order dated July 26, 2025 and the penalty order was upheld.	2.05	The Company is yet to pay the demand amount.
	2018-19	Section 74 of CGST Act, 2017	Show cause notice issued by Office of Deputy Commissioner (Kanpur) dated June 20, 2025 stating demand of 5,79,785/-.	5.79	The Company is yet to file the reply to the show cause notice.
	2019-20	Section 74 of CGST Act, 2017	Show cause notice issued by Office of Deputy Commissioner (Kanpur) dated June 29, 2025 stating demand of 7,22,232/-.	7.22	The Company is yet to file the reply to the show cause notice.

(e) Other pending material litigations against the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding material litigations initiated against Company.

(f) Other pending material litigations filed by the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding material litigations filed by the Company.

B. LITIGATIONS INVOLVING THE DIRECTORS/PROMOTERS OF THE COMPANY

(a) Criminal proceedings against the Directors/ Promoters of the Company

As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings initiated against the Directors/Promoters of the Company.

(b) Criminal proceedings filed by the Directors/ Promoters of the Company

As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings filed by the Directors/Promoters of the Company.

(c) Actions by statutory and regulatory authorities against the Directors/ Promoters of the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the Directors/Promoters of the Company.

(d) Tax Proceedings: NIL

(e) Other pending material litigations against the Directors/ Promoters of the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding material litigations initiated against the Directors/ Promoters Company.

(f) Other pending material litigations filed by the Directors/ Promoters of the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding material litigations filed by the Directors/ Promoters Company.

C. LITIGATION INVOLVING THE GROUP COMPANIES WHICH CAN HAVE A MATERIAL IMPACT ON THE COMPANY.

(a) Criminal proceedings against the group companies of the Company

As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings against group companies of the Company.

(b) Criminal proceedings filed by group companies the Company

As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings filed by group companies of the Company.

(c) Actions by statutory and regulatory authorities against the group companies of the Company

As on the date of this Draft Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the group companies of the Company.

(d) Tax Proceedings: Direct Tax: NIL Indirect Tax:

Sr. Name of No. the Group Company	Financial Year	Section	Matter	Demand Outstanding (Amount Involved in in lakhs)	Current Status
1. Anubhav	2017-18	73(5) of	Intimation notice issued by Deputy	0.85	Case is still
Tubes &		CGST Act,	Commissioner dated February 14,		pending for
Conductors		2017	2023 stating demand of 85,991/-.		adjudication.
Private Limited			Reply has been filed against the said intimation dated June 30, 2023.		Replies have been filed by the company against the Intimation notice. However,

				no order has been
				passed till date.
2018-19	Section 74 of UP GGST Act, 2017 and	Show cause notice issued by Deputy Commissioner (Kanpur) dated June 20, 2025 stating demand of 11,36,244/-.	11.36	The Company is yet to file the reply to the show cause notice.
	CGST Act,
	2017

(e) Other pending material litigation against the group companies of the Company

As on the date of this Draft Red Herring Prospectus, there are no other material litigation against the group companies of the Company.

(f) Other pending material litigation filed by the group companies of the Company

As on the date of this Draft Red Herring Prospectus, there are no other material litigation filed by the group companies of the Company.

D. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

(a) Criminal proceedings against the Key Managerial Personnel and Senior Management of our Company

There are no pending criminal proceedings against the Key Managerial Personnel and Senior Management of our Company as on the date of this Draft Red Herring Prospectus. (Based on litigation search reports and other litigation searches).

(b) Criminal proceedings filed by the Managerial Personnel and Senior Management of our Company

There are no pending criminal proceedings filed by the Key Managerial Personnel and Senior Management of our Company as on the date of this Draft Red Herring Prospectus. (Based on litigation search reports and other litigation searches).

(c) Statutory and Regulatory Proceedings

There are no pending statutory or regulatory proceedings against the Key Managerial Personnel and Senior Management of the Company as on the date of this Draft Red Herring Prospectus.

E. LITIGATIONS INVOLVING THE SUBSIDIARY OF THE COMPANY

As on the date of this Draft Red Herring Prospectus, there are no subsidiaries of the Company.

DISCIPLINARY ACTION INCLUDING PENALTY IMPOSED BY SEBI OR STOCK EXCHANGES AGAINST THE PROMOTERS, DIRECTORS AND GROUP COMPANIES DURING THE LAST 5 FINANCIAL YEARS

There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters, Directors or Group Companies during the last 5 financial years including outstanding actions except as disclosed above.

PAST INQUIRIES, INSPECTIONS OR INVESTIGATIONS

There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any previous company law in the last five years immediately preceding the year of this Draft Red Herring Prospectus in the case of our Company, Promoters, and Directors. Other than as described above, there have been no prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last five years immediately preceding the year of the Draft Red Herring Prospectus.

OUTSTANDING LITIGATION AGAINST OTHER PERSONS AND COMPANIES WHOSE OUTCOME COULD HAVE AN ADVERSE EFFECT ON OUR COMPANY

As on the date of the Draft Red Herring Prospectus, there is no outstanding litigation against other persons and companies whose outcome could have a material adverse effect on our Company.

PROCEEDINGS INITIATED AGAINST OUR COMPANY FOR ECONOMIC OFFENCES

There are no proceedings initiated against our Company for any economic offences.

NON-PAYMENT OF STATUTORY DUES

As on the date of the Draft Red Herring Prospectus there have been no (i) instances of non-payment or defaults in payment of statutory dues by our Company, (ii) over dues to companies or financial institutions by our Company, (iii) defaults against companies or financial institutions by our Company, or (iv) contingent liabilities not paid for.

MATERIAL FRAUDS AGAINST OUR COMPANY

There have been no material frauds committed against our Company in the five years preceding the year of this Draft Red Herring Prospectus.

DISCLOSURES PERTAINING TO WILFUL DEFAULTERS

Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or are currently pending against any of them.

DISCLOSURES PERTAINING TO FRAUDULENT BORROWER

Our Company or any of our Promoters or Group Companies or Directors are not declared as Fraudulent Borrower by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016.

MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE:

Except as disclosed in Chapter titled "Managements Discussion & Analysis of Financial Conditions & Results of Operations" beginning on page 257 of this Draft Red Herring Prospectus, there have been no material developments that have occurred after the Last Balance Sheet date.

AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS:

The Board of Directors of our Company considers dues exceeding 10 % of our Companys trade payables as per the last Restated financial statements, to small scale undertakings and other creditors, as material dues for our Company.

As per Restated Financial Statements, the trade payables of our Company as on March 2025 were 400.56 lakhs. Accordingly, a creditor has been considered material if the amount due to such creditor exceeds 40.06 lakhs as on March 2025. This materiality threshold has been approved by our Board of Directors pursuant to the resolution passed on August 19, 2025. As on March 2025, there are 2 creditors to each of whom our Company owes amounts exceeding 10 % of our Companys total trade payables and the aggregate outstanding dues to them being approximately 396.33 lakhs.

As per the above materiality policy, the outstanding amount owned to small scale undertakings and material creditors as on March 31, 2025 is as given below:

Type of Creditors	No. of Creditors	Total Amount Outstanding	No of Material Creditors	Amount of Material Creditors	No of other Creditors	Amount of other Creditors
Dues to micro, small and	2	3.14	0	0	2	3.14
medium enterprises
Dues to other Creditors	4	397.42	2	396.33	2	1.09
Total	6	400.56	2	396.33	4	4.23

* Entities that are identified as "Micro, Small and Medium Enterprises" under the Restated Financial Statements are considered as micro small and medium enterprises.

The details pertaining to amounts due towards material creditors are available on the website of our Company at www.anubhavpole.com

MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE:

Except as disclosed in Chapter titled "Managements Discussion & Analysis of Financial Conditions & Results of Operations" beginning on page 257 of this Draft Red Herring Prospectus, there have been no material developments that have occurred after the Last Balance Sheet date.