CMR Green Technologies Ltd

CMR Green Technologies Ltd Management Discussions

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CMR Green Technologies Ltd Share Price Management Discussions

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Information which is included in this Draft Red Herring Prospectus. Our Restated Consolidated Financial Information differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind AS.

Some of the information in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking Statements” on page 23 for a discussion of the risks and uncertainties related to those statements. Our actual results may differ materially from those expressed in or implied by these forward-looking statements as a result ofvarious factors, including those described below and elsewhere in this Draft Red Herring Prospectus. Also read “Risk Factors” and “· Significant Factors Affecting our Results of Operations and Financial Condition ” on pages 44 and 443, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Unless stated or the context requires otherwise, the financial information in this Draft Red Herring Prospectus is derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. The financial information included in this section should be read in conjunction with our Restated Consolidated Financial Information, the notes and annexures thereto and “Managements Discussion and Analysis of Financial Position and Results of Operations” on pages 44 and 443 respectively.

The industry and market data used in this section, unless otherwise indicated, has been derived from the report “Assessment of Global and Domestic Metal Recycling & Recovery Market” dated August 2025, as amended (“ICRA Report”) prepared and released by ICRA and commissioned and paidfor by our Company for an agreed fee, exclusively for the purpose of this Offer. A copy of the ICRA Report is available on the website of our Company at https://cmr.co.in/shareholder-relation/. Unless otherwise indicated, all financial, operational, industry and other related information derived from the ICRA Report and included herein with respect to any particular year refers to such information for the relevant calendar year.

Our Fiscal ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12 months ended March 31 of that year.

In this section, unless the context otherwise requires, a reference to “we”, “us”, “our”, “the Group” or “the Company” is a reference to our Company on a consolidated basis.

Overview

For details in relation to our business overview, competitive strengths, business strategies and business operations, please see “Our Business ” beginning on page 248.

Significant Factors Affecting Our Results of Operations and Financial Condition

We believe that the following factors have significantly affected our results of operations and financial condition during the periods under review, and may continue to affect our results of operations and financial condition in the future:

Maintaining our customer relationships

A significant portion of our revenue from operations arises from sales of our products to our customers (which includes manufactured and traded products), with a proportion arising from sale of segregated scrap and also sale of services which are in the nature of job works executed. We have over the years established long-term relationships with our customers leading to recurrent business engagements with them. Some of our OEM customers include \Suzuki Motors Gujarat, Hero MotoCorp Limited, Honda Cars India Limited, Royal Enfield Motors Limited and India Yamaha Motor Private Limited, while our customers, who are Tier 1 companies include Toyota Industries Engine India Private Limited, Rockman Industries Limited and Sunbeam Lightweighting

Solutions Private Limited, among others. Our major customers comprise Tier 1 companies as well as OEMs, some of whom have been with us for the last ten Fiscals.

We believe that our continued relationships with these customers plays a significant role in our growth and results of operations. We believe that our customer retention levels reflect our ability to provide quality products as per the customer specification, and our consistent customer servicing standards have enabled us to increase our customers dependence on us. We strive to understand our customers business needs and provide products to meet their requirements. We will continue to work with these Tier 1 companies and OEM customers as well as our customers in the segregation and recycling of metal segment, in order to develop and supply customised products. We anticipate that our product offerings, the quality thereof and leadership in key product segments will help us in increasing our share of business amongst our existing customers as well as increase our customer base.

The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue from operations of our top 3 customers, top 5 customers and top 10 customers, for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively based on the Restated Consolidated Financial Information.

Customers	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue contribution (t in million)	As a percentage of the revenue from operations (%)	Revenue contribution (t in million)	As a percentage of the revenue from operations (%)	Revenue contribution (t in million)	As a percentage of the revenue from operations (%)
Top 3 customers	15,311.13	22.98%	14,141.61	23.75%	12,715.91	21.67%
Top 5 customers	23,331.09	35.01%	20,616.70	34.63%	18,633.73	31.75%
Top 10 customers	35,182.55	52.78%	30,490.93	51.20%	28,194.68	48.05%

Change in customer preferences, market conditions and industry trends affecting the recycling industry and dependence across geographies

We derive our revenue primarily from sales to the automotive industry. Sales of most of our products are directly related to the production of automobiles and auto components by our customers, which are impacted by global economic conditions, general macro-economic or industry conditions, including seasonal trends in the automobile manufacturing sector, volatile fuel prices, employee expenses and challenges in maintaining amicable labour relations as well as evolving regulatory requirements, government initiatives, trade agreements and other factors.

Looking ahead, the global aluminium market is projected to reach a value of USD 373.9 billion and a volume of 127.1 million tons by CY2030, indicating a CAGR of 4.3% in value and 2.7% in volume over the period CY2025 to CY2030. The growing demand from the transportation sector is expected to drive aluminium market growth in the coming years. Due to its lightweight and high-strength characteristics, aluminium is a vital material in the manufacturing of electric vehicles (EVs), ICE automobiles and aircraft. The rapid expansion of the global EV market, supported by government incentives and strict emissions regulations, is likely to boost aluminium use in automotive applications. Additionally, Boeings projection of a 67% increase in the global freighter fleet from 2,375 aircraft in 2024 to 3,975 by 2044 highlights aluminiums increasing importance in aviation. These developments are expected to sustain long-term demand and strengthen aluminiums position as a key material in next-generation transportation technologies. Beyond transportation, aluminium usage is also increasing in the building and construction (B&C) sector, where it offers improved performance, design flexibility, and reduced maintenance costs over the lifecycle compared to conventional materials. (Source: ICRA Report)

Our results of operations are dependent on our ability to anticipate, gauge and respond to the changes in customer preferences and supply new products or modify our existing products in line with the changes in trends as well as customer demands and preferences, especially with the anticipated entry of electric vehicles into the automotive industry. Additionally, we believe that the cyclical nature of general macro-economic conditions and, consequently, of the automotive industry implies that our results of operations can fluctuate substantially from period to period. We expect that these macro-economic factors and conditions in the automotive industry, particularly employment levels, fuel prices, consumer spending on passenger and commercial vehicles and interest

rates, particularly in India, will continue to be one of the most important factors affecting our revenues and results of operations. Other factors, such as our competitiveness, quality and pricing, have an effect on our market share and our ability to retain customers in competitive situations, but the overall direction of the automotive industry is expected to have a more significant effect on our revenues and results of operations. We have also commenced exports to Japan, China, Hong Kong and United States. The table below sets forth details of our revenue from operations from our customers within India and outside India in the periods indicated:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Rs. in million	As a percentage of the revenue from operations (%)	Rs. in million	As a percentage of the revenue from operations (%)	Rs. in million	As a percentage of the revenue from operations (%)
India	65,635.01	98.46%	56,716.46	95.28%	54,687.98	93.19%
Outside India	1,029.84	1.54%	2,807.96	4.72%	3,997.09	6.81%
Total	66,664.85	100.00%	59,524.41	100.00%	58,685.07	100.00%

Cost of procuring raw materials and manufacturing our products

The primary raw materials used by our manufacturing facilities are aluminium based and stainless-steel based metal scrap, which are mostly imported by us. Our Company has the capability to procure and process a variety of aluminium based scrap such as zorba, taint tabor, tense troma, turning, tally, among others. Details of our top 10 suppliers as a percentage of our total purchases of raw materials and traded goods by our Company on a consolidated basis, during Fiscals 2025, 2024 and 2023, based on the Restated Consolidated Financial Information are disclosed hereunder.

Suppliers	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Rs. in million	% of total raw materials and traded goods purchased	Rs. in million	% of total raw materials and traded goods purchased	Rs. in million	% of total raw materials and traded goods purchased
Top 3 suppliers	12,393.61	20.37%	13,582.23	25.59%	11,442.21	22.39%
Top 5 suppliers	17,245.96	28.35%	17,831.33	33.59%	15,377.74	30.09%
Top 10 suppliers	23,839.33	39.19%	25,102.26	47.29%	22,093.51	43.23%

We have been procuring metal scrap from around 198 global suppliers, including, from the United States, United Kingdom, New Zealand, Australia, Europe, Africa, South Africa, Thailand and the UAE, among others, as well as from certain domestic suppliers. The scrap prices vary from market to market, and our buying team, accordingly, analyses the arbitrage in different markets to take possible advantages of such variations by purchasing more from the cheaper source. The table set forth details of our cost of raw materials consumed, including purchase of traded goods and changes in inventories of finished and traded goods for the period and as percentage of total expense:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Rs. in million	As a % of our Total Expenses	Rs. in million	As a % of our Total Expenses	Rs. in million	As a % of our Total Expenses
Cost of materials consumed including purchases of traded goods and changes in inventories of finished goods, traded goods	58,825.03	90.69%	53,108.59	90.96%	52,423.38	91.14%

We also depend on imports to meet a portion of our raw material requirements. The share of the top five countries from which our Company imports raw materials and traded goods as a percentage of our total imports, during Fiscal 2025, Fiscal 2024 and Fiscal 2023, on a consolidated basis, based on the Restated Consolidated Financial Information are disclosed hereunder.

S. No. Jurisdiction	% of total raw material and traded goods imports for Fiscal 2025
1. United States	47.55%
2. United Kingdom	9.33%
3. Belgium	7.67%
4. Italy	4.33%
5. China	4.12%

S. No. Jurisdiction	% of total raw material and traded goods imports for Fiscal 2024
1. United States	52.73%
2. Belgium	8.35%
3. United Kingdom	6.06%
4. Netherlands	5.16%
5. China	3.78%

S. No. Jurisdiction	% of total raw material and traded goods imports for Fiscal 2023
1. United States	48.61%
2. United Kingdom	9.53%
3. Belgium	7.84%
4. Netherlands	4.93%
5. China	4.46%

We import most of our raw materials and payments are made in foreign currencies. This exposes us to currency fluctuation risk. The prices of our raw materials used by us are volatile and are subject to various factors including commodity prices, global economic conditions and market speculation, among others. We do not enter into any firm commitment long-term contracts with our suppliers. As a practice, the aluminium alloy prices are generally fixed on a monthly or quarterly basis by one of our major OEM customers, which generally forms the basis for most of our customers. Aluminium billets are mostly priced basis the Aluminium LME and we do only job work at our Odisha plant. Various factors including movements in scrap prices and currency and average of scrap prices and forex rates of the preceding month are considered while fixing the alloy prices. Further, we make our payments to our raw materials suppliers approximately 30 days prior to the sale of our finished goods. This pricing method accepted by our customers helps give us a natural hedge against price and forex fluctuations to a large extent.

Since we have long lead times in our supply chain due to high imports, the scrap markets and forex rate may fluctuate in the intervening time and we may not be able to adjust prices of our finished products against what we would have paid for our raw materials. We may not be able to effectively hedge ourselves from the fluctuations in scrap prices and foreign exchange rate and this may have an adverse impact on our profitability. Further, volatility in prices of our raw materials can significantly affect our raw material costs and if we are not able to compensate for or pass on our increased costs to customers, such price increases could have a material adverse impact on our result of operations, financial condition and cash flows.

Growing competition or competition from small, medium sized enterprises

The global aluminium recycling industry is highly fragmented, with thousands of small and mid-sized recyclers operating across regions (Source ICRA Report). These medium and small sized players incur significantly lower capital expenditure to set up manufacturing facilities as compared with large sized players, primarily on account of low level of mechanisation and less adherence to necessary compliance, as per the ICRA Report. This sometimes results in faster break-even period for these players as price differential between large and small players is typically minimal. This, however, results in a low bargaining power of a majority of recyclers, especially the small-scale recyclers. We set up manufacturing facilities in new and developing markets and not in markets which are already being supplied to, by these existing suppliers. We supply liquid aluminium through our Haridwar Unit, Bhiwadi Unit, Halol Unit and Sambalpur Unit, located adjacent to the facility of our customers, using ladles mounted on forklifts and these deliveries are made on a round-the-clock basis, throughout the year. We also supply liquid metal over the road, using our Patented Technology, through our Bawal Unit, Chennai Unit, Vallam Unit, Halol Unit, Vanod Unit I, Manesar Unit and Tirupati Unit, in ladles placed in specially designed trucks. Transportation of liquid aluminium can typically be carried out for destinations within a distance of up to 20 - 25 kilometers. We believe that our endeavour to continually deliver, within short timelines, creates a great

interdependency between us and our customers, thereby creating a virtual customer lock in and entry barrier into our industry. Over the years, the share of sale of liquid aluminium as part of our total domestic sales has been rising consistently.

Increasing aluminization of ICE vehicles, higher penetration of EVs, growing demand of recycled wrought alloys and such shift of business from small to large scale players, we believe, is expected to impact us favourably. However, we may face a reduction in the supply for our products in the event that any major Tier 1 companies and OEMs that we currently supply to decide to manufacture any or all of their products in-house.

Foreign currency fluctuations

Our financial statements are presented in Indian Rupees. However, our expenditure and revenue are influenced by the currencies that we export in as well as by currencies of countries from where we procure our raw materials and plant and machinery. The table below sets forth details of certain parameters of our foreign currency exposure for the years / period indicated:

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Foreign currency purchases (Z in million)	44,497.04	42,622.66	41,204.41
Foreign currency purchases as a percentage of total purchases (%)	73.15%	80.31%	80.63%

Further, for the years ended March 31, 2025, Marcg 31, 2024 and March 31, 2023, based on the Restated Consolidated Financial Information, the revenue from operations located in India geographical segment as per Ind AS 108 for the years / period indicated:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Rs. in million	As a percentage of the revenue from operations (%)	Rs. in million	As a percentage of the revenue from operations (%)	Rs. in million	As a percentage of the revenue from operations (%)
India	65,635.01	98.46%	56,716.46	95.28%	54,687.98	93.19%
Outside India	1,029.84	1.54%	2,807.96	4.72%	3,997.09	6.81%
Total	66,664.85	100%	59,524.42	100%	58,685.07	100%

The exchange rate between the Indian Rupee and these currencies has fluctuated in the past and our results of operations have been impacted by such fluctuations and may be impacted by such fluctuations in the future. Appreciation or depreciation of the Indian rupee against the U.S. Dollar and other foreign currencies may affect our results of operations. Volatility in the exchange rate and/or sustained appreciation of the Indian Rupee may negatively impact our revenue and operating results.

• Basis of preparation

The Restated Consolidated Summary Statements of the Group, its joint ventures and associates comprise of the Restated Consolidated Summary Statements of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Summary Statement of Profit and Loss (including other comprehensive income), the Restated Consolidated Summary Statement of Change in Equity, the Restated Consolidated Summary Statement of Cash Flow for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and significant accounting policies and explanation notes (collectively, the Restated Consolidated Summary Statements or Statements).

These Restated Consolidated Summary Statements (‘Summary Statements or Statements) have been prepared by the management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, issued by the Securities and Exchange Board of India (SEBI) on 11 September 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 (the “ICDR Regulations”) in connection with its proposed initial public offering of equity shares of face value of Rs. 2 each of the Parent Company comprising fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholders (the “offer”), prepared by the Parent Company in terms of requirement of:

a) Section 26 of Part 1 of Chapter III of The Companies Act, 2013 (the “Act”);

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ICDR Regulations”); and

c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

These Restated Consolidated Financial Information have been compiled by the Management of the Group from the audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended from time to time and other accounting principles generally accepted in India.

These consolidated summary statements have been prepared on accrual basis except certain subsidy income and interest on delayed payment from customers which are accounted when the right to receive subsidy from the Government and when there is no significant uncertainty regarding the ultimate collection of the relevant subsidy and such interest from customers (refer note 3.5 & 3.6 below) and under the historical cost convention except for certain financial assets and financial liabilities which have been measured at fair value as per the requirements of the Ind AS;

a) Derivative financial instruments (refer accounting policy regarding financial instruments in Note 3.19)

b) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments in Note 3.18)

The consolidated financial statements are presented in INR, and all values are rounded to the nearest million (INR 00,000), except when otherwise indicated.

The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.

The consolidated summary statements provide comparative information in respect of the previous period.

• Basis for Consolidation

The Restated Financial Information comprise the restated consolidated Ind AS summary statements of the Company, its Subsidiaries (together with the Company, the “Group”), associates and Joint Ventures.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

- Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

- Exposure, or rights, to variable returns from its involvement with the investee, and

- The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

- The contractual arrangement with the other vote holders of the investee

- Rights arising from other contractual arrangements

- The Groups voting rights and potential voting rights

- The size of the groups holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Restated Financial Information from the date the Group gains control until the date the Group ceases to control the subsidiary.

The Restated Financial Information are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the Restated Financial Information for like transactions and events in similar circumstances, appropriate adjustments are made to that Group members restated consolidated financial statements in preparing the Restated Financial Information to ensure conformity with the Groups accounting policies.

The Restated Financial Information have been prepared on the following basis:

a) The financial statements of the subsidiary companies used in the consolidation are drawn upto the same reporting date as that of the group.

b) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the Restated Financial Information at the acquisition date.

c) Offset (eliminate) the carrying amount of the parents investment in each subsidiary and the parents portion of equity of each subsidiary.

d) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full).

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Groups accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

• Investment in joint ventures and associates

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The considerations made in determining whether significant influence are similar to those necessary to determine control over the subsidiaries.

The Groups investments in its joint ventures and associates are accounted for using the equity method. Under the equity method, the investment in joint ventures is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Groups share of net assets of the joint venture and associates since the acquisition date. Goodwill relating to the joint venture and associates is included in the carrying amount of the investment and is not tested for impairment individually.

The restated consolidated Ind AS statement of profit and loss reflects the Groups share of the results of operations of the joint ventures and associates. Any change in OCI of those investees is presented as part of the Groups OCI. In addition, when there has been a change recognised directly in the equity of the joint venture and associate, the Group recognises its share of any changes, when applicable, in the restated consolidated Ind AS statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group, the joint venture and associate are eliminated to the extent of the interest in the joint venture and associate.

The aggregate of the Groups share of profit or loss of a joint venture and associate is shown on the face of the restated consolidated Ind AS statement of profit and loss outside operating profit.

The restated summary statements of the joint ventures and associates are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

• Summary of significant accounting policies and Changes in Accounting policies & disclosures

The accounting policies, as set out below, have been consistently applied, by the Group, to all the years presented in the Restated Financial Information except as mentioned in note 1 and 20 below:

1. New and amended standards and interpretations

The Ministry of Corporate Affairs (“MCA”) has carried out amendments which are effective for annual periods beginning on or after April 1, 2021 to the following accounting standards. The effect on adoption of following mentioned amendments had no impact on the Restated Financial Information. The Group has not early adopted any standards or amendments that have been issued but are not yet effective.

1. Ind AS 117: Insurance Contracts; The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024.

2. Amendment to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback; The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.

The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.

The amendment is effective for annual reporting periods beginning on or after 1 April 2024 and must be applied retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116. The amendment does not have a material impact on the Groups financial statements.

3. Current versus non-current classification

Bases on the time involved between the acquisition of the assets for processing and their realization in cash and cash equivalent, the Company has identified twelve months as its operating cycle for determining current and non-current classification of assets and liabilities in the balance sheet.

4. Foreign currencies

The Groups Restated Financial Information are presented in INR, which is also the Groups functional currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses average rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in restated consolidated Ind AS statement of profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

5. Fair value measurements

The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the Restated Financial Information are categorized within the following fair value hierarchy based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 · Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 · Valuation techniques for which the lowest level input that is significant to the fair value measurement

is directly or indirectly observable.

Level 3 ·Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the Restated Financial Information on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Groups management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operation.

External valuers are involved for valuation of significant assets, and significant liabilities, if any.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Groups accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The management, in conjunction with the Groups external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

6. Revenue from contract with customers

Revenue from contracts with customers is recognised when control of the goods are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements because it

typically controls the goods before transferring them to the customer.

Sale of products

Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the customer. Amounts disclosed as revenue are net of returns and allowances, trade discounts and rebates. The Group collects Goods & Service Tax (GST)/ on behalf of the government and therefore, these are not economic benefits flowing to the Group. Hence, these are excluded from the revenue.

Variable consideration includes trade discounts, volume rebates and incentives, etc. The Group estimates the variable consideration with respect to above based on an analysis of accumulated historical experience. The Group adjusts estimate of revenue at the earlier of when the most likely amount of consideration expected to receive changes or when the consideration becomes fixed.

Sale of services

Revenue from job work in process is recognised by reference to the stage of completion. Stage of completion is measured by reference to job work in process at the year end and is recognized at measured value of conversion charges. The Group collects service tax/ GST on job work on behalf of the government and, therefore, it is not an economic benefit flowing to the Group. Hence, it is excluded from revenue.

Interest income

Interest income is recorded using the effective interest rate (EIR) method. EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset.

Interest income on delayed payment from customers is recognised when there is no significant uncertainty regarding the ultimate collection of such interest from customers.

Rental income

Rental income arising from operating leases is accounted for on a straight-line basis over the lease terms.

Export incentive

Export entitlements in the form of advance license, Duty Drawback and MEIS (Merchandise Exports from India Scheme) are recognised in the statement of profit and loss when the right to receive credit as per the terms of the scheme is established in respect of exports made and when there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

7. Government grant

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income on a systematic basis.

8. Income Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities in accordance with the Income Tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in India.

Current income tax relating to items recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the income tax returns with respect to situations in which applicable tax regulations are subject to interpretations and

considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

(a) When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

(b) In respect of taxable temporary differences associated with investments in subsidiaries and joint venture, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses, if any. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized, except:

(a) When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

(b) In respect of deductible temporary differences associated with investments in subsidiaries and joint venture, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets and MAT credit entitlement 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 utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized 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 realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in ‘OCI or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

9. Property, plant and equipment (“PPE”)

An item of PPE 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 Group and its cost can be measured reliably.

Capital work in progress and PPE are initially recognised at cost net of accumulated depreciation, if any. The initial cost of PPE comprises its purchase price (including non-refundable duties and taxes and excluding any trade discounts and rebates), and any directly attributable cost of bringing the asset to its working condition and location for its intended use.

Subsequent to initial recognition, freehold land is carried at historical cost and other items of PPE are stated at

cost less accumulated depreciation and any impairment losses. When significant parts are required to be replaced at regular intervals, the Group recognises such parts as separate component of assets and depreciates separately based on their specific useful life. When an item of PPE is replaced, then its carrying amount is de-recognised from the balance sheet and cost of the new item of PPE is recognised.

The expenditures those are incurred after the item of PPE is available for use, such as repairs and maintenance, are charged to the statement of profit and loss in the period in which such costs are incurred. However, in situations where such expenditure can be measured reliably, and is probable that future economic benefits associated with it will flow to the Group, it is included in the assets carrying value or as a separate asset, as appropriate.

Depreciation on PPE is provided on straight line basis using the rates as specified in Part C of Schedule II of the Companies Act, 2013, as set out below except for certain components of plant and machinery useful lives of which have been taken as 8-9 years based on independent assessment of professionals undertaken by Groups management.

Asset	Useful life
Roads	05-10 years
Office and non-factory Building	60 years
Factory Buildings	30 years
Plant and equipment	05-25 years
Office equipment	05 years
Computers	03 years
Servers	06 years
Furniture and fixtures	10 years
Vehicles	08 years

The assets acquired pursuant to Scheme of Arrangement are being depreciated over their balance useful lives on straight line basis after considering the rates specified in Part C of schedule II of the Companies Act 2013.

Lease hold improvements are depreciated on a straight line basis over the useful life of asset or the unexpired lease period ranging from 2.5 to 10 years, whichever is lower.

Individual items of property, plant and equipment costing up to Rs. 10,000/- is charged to the statement of profit and loss in the year in which it is purchased or acquired.

The identified components are depreciated separately over their useful lives; the remaining components are depreciated over the life of principal asset.

The useful lives, residual values and depreciation method of PPE are reviewed, and adjusted appropriately, at each reporting date. The effect of any change in the estimated useful lives, residual values and / or depreciation method are accounted for prospectively, and accordingly the depreciation is calculated over the PPEs remaining revised useful life. The cost and the accumulated depreciation for PPE sold, scrapped, retired or otherwise disposed off are de-recognised from the balance sheet and the resulting gains / (losses) are included in the statement of profit and loss within other expenses / other income.

Transition to Ind AS

On transition to Ind AS, the Group has elected to continue with the carrying value of all its property, plant and equipment recognised at April 01, 2020 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment and capital work-in-progress.

The cost of capital work-in-progress is presented separately in the balance sheet.

10. Investment properties

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.

The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the

recognition criteria are met. When significant parts of the investment property are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.

Though the Group measures investment property using cost based measurement, the fair value of investment property is disclosed in the annexures to the Restated Financial Information.

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 period of derecognition.

11. Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Software is capitalised at the amounts paid to acquire the respective license for use and is amortised over the period of license not exceeding six years from the date when the asset is available for use.

The amortisation expense on intangible assets is recognised in the statement of profit and loss on straight line basis over the estimated useful lives of intangible assets from the date they are available for use. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at each balance sheet date. If expected useful life is significant different from previous assessment, the change in useful life is made on a prospective basis.

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 recognised in the statement of profit or loss when the asset is derecognised.

Transition to Ind AS

On transition to Ind AS, the Group has elected to continue with the carrying value of all its intangible assets recognised at April 01, 2020 measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets including goodwill.

12. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which 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.

13. Impairment of non-financial assets

The 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 Group 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 largely independent of those from other assets or group 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 taken into account. If no such transactions can be identified, an appropriate valuation model is used.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Groups CGUs to which the individual assets are allocated. These budgets and forecast

calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used. Impairment losses, if any, are recognized in Statement of Profit and Loss as a component of depreciation and amortisation expense.

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 to the extent 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 or amortisation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognized in the statement of profit and loss when the asset is carried at the revalued amount, in which case the reverse is treated as a revaluation increase.

14. Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i) Right of use assets:

The Group recognises 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 remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, 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 shorter of the lease term and the estimated useful lives of the assets, as follows:

Particulars	Life in years
Offices	1.33 to 4.00 years
Factory land and building	3.17 to 9.00 years
Guest Houses/Residential Building	6.00 to 7.00 years
Leasehold Land	90 years

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies 3.13 on Impairment of non-financial assets.

ii) Lease liabilities

At the commencement date of the lease or date of transition to Ind AS, whichever is earlier, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments are fixed payments.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

The Groups lease liabilities are disclosed separately in the balance sheet.

iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases except in case of lease contracts with related parties since there exist economic incentive for the Group to continue using the leased premises for a period longer than the 11 months and considering the contract is with the related parties, it does not foresee non-renewal of the lease term for future periods, thus basis the substance and economics of the arrangements, management believes that under Ind AS 116, the lease terms in the arrangements with related parties have been determined considering the period for which management has an economic incentive to use the leased asset (i.e. reasonable certain to use the asset for the said period of economic incentive). Such assessment of incremental period is based on management assessment of various factors including the remaining useful life of the asset as on the date of transition. The management has assessed period of arrangements with related parties as 5 to 6 years as at April 01, 2020. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease. Contingent rents are recognised as revenue in the period in which they are earned.

15. Inventories

Inventories are valued at the lower of cost and net realisable value.

Raw materials, traded goods and stores and spares are valued at lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials, traded goods and stores and spares is determined on First in first Out (FIFO) basis.

During the year, the group changed its inventory cost formula for raw material and traded goods from FIFO to weighted average method to provide more reliable and relevant information. The change has been accounted for in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, and its impact is not material, therefore has not been accounted in the financial statements of current year.

Finished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost is determined on a weighted average basis.

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

Inventories qualifying as hedged items in a fair value hedge relationship are adjusted for the hedging gain or loss on the hedged items.

16. Provisions

General

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss, net of any reimbursement. although the provision and the related reimbursement asset are presented separately in the financial statements in the Statement of Profit and Loss.

Provisions are reviewed at the end of each reporting period 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 and the reversal is recognised in the Statement of Profit and Loss in the same line item where the original provision was recorded.

17. Contingent Liabilities and assets

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent assets are disclosed in the Restated Financial Information only when an inflow of economic benefits is probable.

18. Employee benefits

The Groups employee benefits mainly include wages, salaries, bonuses, contribution to plans, defined benefit plans and compensated absences. The employee benefits are recognised in the year in which the associated services are rendered by the Groups employees.

i) Defined contribution plans - Provident fund

Provident fund

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions towards provident fund which are defined contribution plans. The Group has no obligation, other than the contribution payable to the funds. The Group recognises contribution payable to the fund scheme in the statement of profit and loss, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognised as an asset to the extent that the prepayment will lead to, for example, a reduction in future payment or a cash refund.

ii) Defined benefit plans - Gratuity

The Groups gratuity benefit scheme is a defined benefit plan. The Groups net obligation in respect of defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; this benefit is discounted to determine its present value. Any unrecognised past service costs and the fair value of any plan assets are deducted. The calculation of the Groups obligation under this plan is performed annually by a qualified actuary using the projected unit credit method.

Re-measurements comprising of actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

All other expenses related to defined benefit plans are recognised in statement of profit and loss as employee benefit expenses. Gains or losses on the curtailment or settlement of any defined benefit plan are recognised when the curtailment or settlement occurs. Curtailment gains and losses are accounted for as past service costs.

iii) Other employee benefits

The employees can carry forward a portion of the unutilized accrued compensated absences and utilise it in future service periods or receive cash compensation during termination of employment.

Compensated absence, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group treats compensated absences expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the statement of profit and loss.

The Group presents the leave liability as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement for 12 months after the reporting date.

19. Financial instruments

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.

Initial recognition

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

a) Financial assets carried at amortized cost (debt instrument)

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss.

ii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair value through profit or loss.

Financial liabilities

Financial liabilities are subsequently carried at amortized cost using the effective interest method or at fair value through profit or loss. Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss if the criteria under Ind AS 109 are satisfied. All other financial liabilities are subsequently measured at amortised cost.

For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate the fair value due to the short maturity of these instruments.

a) Financial guarantee contracts

Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortization.

b) Borrowings

On 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.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition of financial instruments

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under IND AS 109. A financial liability (or a part of the financial liability) is derecognized from the Groups balance sheet when the obligation specified in the contract is discharged or cancelled or expired.

Fair value of financial instruments

In determining the fair value of its financial instruments, the Group uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may never actually be realized.

For all other financial instruments the carrying amounts approximate fair value due to the short maturity of those instruments.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated 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.

Impairment of financial assets

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

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit- impaired financial assets). The Group estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.

The Group 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. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

For trade receivables, the Group follows "simplified approach for recognition of impairment loss. The application of simplified approach does not require the group to track changes in credit risk.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Group has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

20. Derivatives and Hedge Accounting

The Group uses derivative financial instruments such as forward exchange contracts and forward commodity contracts to hedge risks associated with foreign currency fluctuations and commodity price risks. The Group also holds commodity future contracts to mitigate the risk of changes in price of commodity.

Derivatives not designated as hedging instruments

This category has derivative assets or liabilities which are not designated as hedges.

Although the Group believes that these derivatives constitute hedges from an economic perspective, they may not qualify for hedge accounting under Ind AS 109. Any derivative that is either not designated a hedge, or is so designated but is ineffective, is recognized on balance sheet and measured initially at fair value. Subsequent to initial recognition, derivatives are re-measured at fair value, with changes in fair value being recognized in the statement of profit and loss. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Hedge A ccounting

The Group designates forward commodity contracts under fair value hedges to hedge the exposure to changes in prices of the commodities for its unrecognized firm commitment and existing inventory. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The effectiveness of hedge instruments is assessed and measured at inception and on an ongoing basis.

The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the Group will assess whether the hedging relationship meets the hedge effectiveness

requirements (including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined).

Hedges that meet the hedge effectiveness criteria, the change in the fair value of hedging instrument and the hedge item is recognised in the statement of profit and loss. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

21. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Groups cash management.

22. Cash dividend

The Group recognises a liability to make cash distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

23. Segment

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chief Operating decision maker reviews business performance at an overall Group level as one segment “Aluminium ingots and zinc ingots”.

24. Earning per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of the Company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year plus weighted average number of equity shares that are issued in accordance with the Scheme of Arrangement. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the year plus weighted average number of equity shares that are issued in accordance with the Scheme of Arrangement, are adjusted for the effects of all dilutive potential equity shares.

• Significant accounting judgements, estimates and assumptions

The preparation of the Groups Restated Financial Information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

There was also no impact on the opening retained earnings as at 1 April 2024.

Judgements

In the process of applying the Groups accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Restated Financial Information:

a) Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Group, including legal, contractor, land access and other claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgments and the use of estimates regarding the outcome of future events.

b) Revenue recognition and presentation

The Group assesses its revenue arrangements against specific criteria, i.e. whether it has exposure to the significant risks and rewards associated with the sale of goods or the rendering of services, in order to determine if it is acting as a principal or as an agent. The Group has concluded that they are operating on a principal to principal basis in all its revenue arrangements.

In case of sales of products under provisional rate basis, the differential amount between final rate and provisional rate is accounted for once the rates are finalised.

Subsidy and interest income on delayed payment from customers is accounted for when right to receive credit as per the terms of Scheme is established in respect of subsidy from the Government and when there is no significant uncertainty regarding the ultimate collection of the relevant subsidy and such interest from customers.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

A change in an accounting estimate is recognised prospectively by including it in profit or loss in:

• the period of the change, if the change affects that period only, or

• the period of the change and future periods, if the change affects both.

A change in an accounting estimate arises from new information or new developments and is not a correction of an error. An accounting estimate is a monetary amount that is subject to measurement uncertainty. In using estimation techniques, the Company uses assumptions and inputs that reflect the best available information.

a) Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arms length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the assets performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group.

b) Defined benefit plans (gratuity benefits)

The present value of the gratuity is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

c) Allowance for uncollectible trade receivables

Trade receivables generally do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not to be collectible.

d) Property, plant and equipment and investment property

Refer note 3.8 & 3.9 for the estimated useful life of property, plant and equipment. The carrying value of property, plant and equipment and investment property has been disclosed in note 6 and 7.

e) Intangible assets

Refer note 3.10 for the estimated useful life of intangible assets. The carrying value of intangible assets has been disclosed in note 9.

f) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.

Changes in assumptions about these factors could affect the reported fair value of financial instruments.

f) Leases - Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available.

g) Leases - Estimating the period of lease contracts with related parties

In case of lease contracts with related parties, there exists economic incentive for the Group to continue using the leased premises for a period longer than the 11 months. The period of expected lease in these cases is a matter of estimation by the management. The estimate of lease period impacts the recognition of ROU asset, lease liability and its impact of statement of profit and loss. The lease terms in the arrangements with related parties have been determined considering the period for which management has an economic incentive to use the leased asset (i.e. reasonably certain to use the asset for the said period of economic incentive). Such assessment of incremental period is based on management assessment of various factors including the remaining useful life of the asset as on the date of transition. The management has assessed period of arrangements with related parties as 5 to 6 years as at April 01, 2019.

h) Determining the lease term of contracts with renewal and termination options - Group as lessee

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

j) Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income

Given the wide range of business relationships and the long term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the companies. Refer Note 11 Recognition of deferred tax assets: availability of future taxable profit against which tax losses carried forward can be used.

Non-GAAP Measures

Certain non-GAAP measures such as Net Asset Value per share, EBITDA, Net Debt to Equity and, Net Fixed Assets Turnover Ratio among others (“Non-GAAP Measures”) presented in this Draft Red Herring Prospectus, are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year / 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, or IFRS. In addition, these Non-GAAP Measures are not a standardised term and, therefore, a direct comparison of similarly titled Non- GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP 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 because these are widely used measures to evaluate a companys operating performance.

Also see “Risk Factors- Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio, Net Asset Value per Equity Share have been included in this Draft Red Herring Prospectus. These non-GAAPfinancial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable. ” on page 86.

Reconciliation of Net Asset Value per Equity Share

The table below reconciles the net asset value per Equity Share with respect to our Company derived from the Restated Consolidated Financial Information.

Particulars	Year ended March 31,
	2025	2024	2023
Net Worth of the Company (I)	4,583.81	3,175.35	11,951.89
Weighted average number of equity shares at the end of the year (II)	219,055,489	220,349,243	221,268,171
Net asset value per equity share (III = II/ I) (Rs. per equity share)	20.93	14.41	54.02

Reconciliation of EBITDA

The table below reconciles profit for the year to EBITDA with respect to our Company derived from the Restated Consolidated Financial Information.

Particulars	Year ended March 31,
	2025	2024	2023
Restated Profit for the year (I)	1,550.38	(8,385.57)	1,045.07
Adjustments:
Less: Other income (II)	301.78	160.02	213.88
Less: Share in (loss) of Joint Ventures (HI)	(49.33)	(5.24)	(3.17)
Add: Exceptional Items (IV)	-	12,396.27
Add: Total tax expense (V)	500.23	(2,715.35)	333.70
Add: Finance costs (VI)	612.08	537.61	434.25
Add: Depreciation and amortization expenses (VII)	626.93	495.86	467.83
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (VIII = I - II - III + IV + V+VI+VII)	3,037.17	2,174.04	2,070.14

Reconciliation of total borrowings to Net Debt and Net Debt to Equity

Particulars	Year ended March 31,
	2025	2024	2023
Non-current Borrowings (I)	2,142.55	1,366.16	500.89
Current Borrowings (II)	6,797.78	3,620.36	3,180.97
Total Borrowings (III = I + II)	8,940.33	4,986.52	3,681.86
Adjustments:
Less: Cash and cash equivalents (IV)	17.68	30.02	319.46
Less: Other Bank Balance (IV)	61.96	41.03	51.21
Net Debt (VI = III - IV - V)	8,860.69	4,915.47	3,311.19
Total Equity (XVI)	15,212.90	13,664.00	22,378.17
Net Debt to Equity (XVII = VI/XVI)	0.58	0.36	0.15

Reconciliation of Revenue from Operations to Net Fixed Assets Turnover Ratio

Particulars	Year ended March 31,
	2025	2024	2023
Revenue from Operations (I)	66,664.85	59,524.42	58,685.07
Property, plant and equipment (II)	6,018.90	5,488.36	4,261.14
Capital work-in-progress (III)	1,498.27	260.07	428.04
Right to use assets (IV)	647.05	625.65	464.73
Intangible assets under development (V)	-	-	7.16
Intangible assets (VI)	24.75	17.67	2.68
Total Net Fixed Assets (VII = II + III + IV + V)	8,188.97	6,391.75	5,163.75
Net Fixed Assets Turnover Ratio (VIII = I/ VII)	8.14	9.31	11.36

KEY COMPONENTS OF OUR RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

Total Income

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

Revenue from operations

Revenue from operations comprise the following:

(i) revenue from contract with customers, which comprise the following:

• revenue from sale of manufactured goods; and

• revenue from sale of traded goods

(ii) other operating income, which comprise:

• revenue from sale of service;

• revenue from sale of scrap and others; and

• revenue from export incentives

Other income

Other income primarily includes: (i) interest on fixed deposits; (ii) interest from related parties; (iii) interest from income tax; (iv) interest on trade receivables and others; (v) gain in foreign exchange fluctuation; (vi) rental income; (vii) management support fees from related parties; (viii) insurance claims received; (ix) liability towards custom/ stamp duty written back; (x) profit on sale of investment property; (xi) sundry balances written back (net); (xii) ineffective portion of forward commodity contracts designated as fair value hedges (net); (xiii) unrealised gain on commodity future contracts (net); (xiv) forward premium on realised and unrealised commodity contracts (xv) realised and unrealised profit on undesignated portion of fair value hedge (net); (xvi) profit on disposal of property, plant & equipment (net); (xvii) income on account of financial guarantee; (xviii) corporate guarantee commission; (xix) lease modifications; (xx) other non operating income.

Expenses

Our expenses comprise the following:

(i) cost of raw materials consumed;

(ii) purchase of traded goods;

(iii) changes in inventories of finished and traded goods;

(iv) employee benefits expense, comprising (a) salaries, wages and bonus, (b) contribution to provident and other funds, (c) gratuity expense, and (d) staff welfare expenses;

(v) depreciation and amortisation expense comprising (a) depreciation on property, plant and equipment, (b) amortisation on intangible assets, and (c) depreciation of right-of-use assets;

(vi) finance costs primarily comprising (a) interest expenses on borrowings and others, (b) interest to related parties, (c) interest cost on lease liabilities, (d) exchange difference to the extent considered as an adjustment to borrowing cost, and (e) other borrowing cost; and

(vii) other expenses comprising amongst others, (a) consumption of stores and spares, (b) consumption of packing materials, (c) power and fuel, (d) bank charges, (e) repair and maintenance of plant and equipment, buildings and others, (f) rent paid, (g) insurance charges, (h) rates and taxes, (i) travelling and conveyance expenses, (j) freight and cartage outward, (k) legal and professional expenses, (l) loss on disposal of property, plant and equipment (net), (m) security service expenses, (n) loss on commodity future contracts (net), (o) sundry balances written off (net), (p) corporate social responsibility, and (q) miscellaneous expenses, among others.

Tax expenses comprising of (a) current tax, (b) income tax for earlier years (net), (c) deferred tax charge/(credit), (d) deferred tax adjustment for earlier years (net), (e) deferred tax on exceptional item

Results of Operations

The table below sets forth, for the periods indicated, certain items from our restated statement of profit and loss, in each case also stated as a percentage of our total income.

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Rs. in million	% of total income	Rs. in million	% of total income	Rs. in million	% of total income
Revenue from operations	66,664.85	99.55	59,524.42	99.73	58,685.07	99.64
Other income	301.78	0.45	160.02	0.27	213.88	0.36
Total income	66,966.63	100.00	59,684.44	100.00	58,898.95	100.00
Expenses
Cost of raw materials consumed	59,233.39	88.45	53,044.28	88.87	51,864.67	88.06
Purchase of traded goods	7.05	0.01	1.2	0.00	-	-
Changes in inventories of finished goods and traded goods	(415.41)	(0.62)	63.11	0.11	558.71	0.95
Employee benefits expenses	1,453.42	2.17	1,291.30	2.16	1,214.06	2.06
Finance costs	612.08	0.91	537.61	0.90	434.25	0.74
Depreciation and amortization expense	626.93	0.94	495.86	0.83	467.83	0.79
Other expenses	3,349.23	5.00	2,950.49	4.94	2,977.49	5.06
Total expenses	64,866.69	96.86	58,383.85	97.82	57,517.01	97.65
Profit before share in loss of Joint ventures, exceptional item and tax	2,099.94	3.14	1,300.59	2.18	1,381.94	2.35
Share in (loss) of Joint Ventures (net of tax)	(49.33)	(0.07)	(5.24)	(0.01)	(3.17)	(0.01)
Profit before exceptional item and tax	2,050.61	3.06	1,295.35	2.17	1,378.77	2.34
Exceptional item	-	_-	12,396.27	20.77	_-	_-
Profit/(loss) before tax	2,050.61	3.06	(11,100.92)	(18.60)	1,378.77	2.34
Tax expense:
- Current tax	545.30	0.81	371.75	0.62	346.51	0.59
- Income tax for earlier years (^net)	2.08	0.00	(11.54)	(0.02)	(35.02)	(0.06)
- Deferred tax charge/(credit)	(52.03)	(0.08)	(61.86)	(0.10)	6.85	0.01
- Deferred tax adjustment for earlier years (net)	4.88	0.01	12.77	0.02	15.36	0.03
- Deferred tax on exceptional item	-		(3,026.47)	(5.07)	-
Total tax expenses/(credit)	500.23	0.75	(2,715.35)	(4.55)	333.7	0.57
Profit/(loss) for the year	1,550.38	2.32	(8,385.57)	(14.05)	1,045.07	1.77
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gain on defined benefit plan	(1.89)	0.00	4.42	0.01	3.91	0.01
Income tax relating to items that will not be classified to profit or loss	0.41	0.00	(1.1)	0.00	(0.98)	0.00
Other comprehensive Income	(1.48)	0.00	3.32	0.01	2.93	0.00
Total comprehensive income /(loss) for the year	1,548.90	2.31	(8,382.25)	(14.04)	1,048.00	1.78

*Exception item include write off of one time non-cash goodwill.

Fiscal 2025 compared with Fiscal 2024

Set forth below is a discussion of our results of operations, on the basis of amounts derived from Restated Consolidated Financial Information for Fiscal 2025 and Fiscal 2024.

Total Income

Our total income increased by 12.20%, from Rs.59,684.44 million in Fiscal 2024 to Rs. 66,966.63 million in Fiscal 2025 for the reasons set out below.

Revenue from operations

Our revenue from operations increased by 12.00%, from Rs. 59,524.42 million in Fiscal 2024 to Rs. 66,664.85 million

in Fiscal 2025 for the reasons mentioned below

Our revenue from sale of goods increased by 14.55% from t 47,030.55 million in Fiscal 2024 to t 53,874.56 million in Fiscal 2025, led by (i) higher production achieved at our manufacturing facilities and (ii) on account of better realization in sale of aluminium alloys. Further, our other operating revenue from sale of scrap and other goods marginally increased by 2.36% from t 12,365.42 million in Fiscal 2024 to t 12,657.69 million in Fiscal 2025. Sale of scrap and others is in the nature of segregated scrap, ash and residual sales. Our other operating revenue from sales of services is in the nature of job works executed increased from t 66.54 million in Fiscal 2024 to t 100.22 million in Fiscal 2025.

Our revenue from operations less export incentives, from North India increased by 14.81% from t 33,470.85 million in Fiscal 2024 to t 38,427.95 million in Fiscal 2025 and South India increased by 18.26% from t 13,028.16 million in Fiscal 2024 to t 15,407.01 million in Fiscal 2025. This was partially offset by a decrease in revenue from operations less export incentives from West India by 1.23% from t 12,964.72 million in Fiscal 2024 to t 12,804.73 million in Fiscal 2025. The table below sets out details of our revenue from operations less export incentives from North, South and West India for the periods mentioned below.

Particulars	Fiscal 2025		Fiscal 2024
	Revenue from operations in million)	% revenue from operations*	Revenue from operations (^ in million)	% revenue from operations*
North India	38,427.95	57.67%	33,470.85	56.29%
South India	15,407.01	23.12%	13,028.16	21.91%
West India	12,804.73	19.21%	12,964.72	21.80%
Total	66,639.69	100.00%	59,463.73	100.00%

East India, facility trial production started in February 2025 *Revenue from operations excludes export incentives

Our Company has also received an export incentive of t 60.69 million in Fiscal 2024 and t 25.16 million in Fiscal 2025.

Other income

Our other income increased by 88.59%, from t 160.02 million in Fiscal 2024 to t 301.78 million in Fiscal 2025 primarily due to income from ineffective portion of forward commodity contracts designated as fair value hedges (net), unrealised gain on commodity future contracts (net), forward premium on realised and unrealised commodity contracts This increase was partially offset, primarily due to decrease in Interest on trade receivables and others, Gain in foreign exchange fluctuation (net), Insurance claims received.

Expenses

Our total expenses increased by 11.10%, from t 58,383.85 million in Fiscal 2024 to t 64,866.69 million in Fiscal 2025, primarily due to reasons mentioned below.

Cost of materials consumed

Our cost of raw materials consumed increased by 11.67% from t 53,044.28 million in Fiscal 2024 to t 59,233.39 million in Fiscal 2025 commensurate with an increase in our revenue from operations.

Purchase of traded goods

Purchase of traded goods increased from t 1.20 million in Fiscal 2024 to t 7.05 million in Fiscal 2025.,

Employee benefits expenses

Our employee benefits expenses increased by 12.55%, from t 1,291.30 million in Fiscal 2024 to t 1,453.42 million in Fiscal 2025 primarily due to (i) an increase in payment of salaries, wages and bonus by 14.21% from t 1,143.25 million in Fiscal 2024 to t 1,305.65 million in Fiscal 2025; (ii) an increase in contribution to provident and other funds from t 28.90 million in Fiscal 2024 to t 34.31 million in Fiscal in 2025 and (ii i) an increase of gratuity expenses from t14.92 million in Fiscal 2024 to t18.29 million in Fiscal 2025.. However, this increase was partially set off by decrease of staff welfare expenses by 8.69% from t 104.23 million in Fiscal 2024 to t

95.17 million in Fiscal 2025.

Depreciation and amortization expenses

Our depreciation and amortization expense increased by 26.43%, from Rs. 495.86 million in Fiscal 2024 to Rs. 626.93 million in Fiscal 2025 on account of additional capital expenditure incurred during the fiscal in Tirupati Unit.

Finance costs

Our finance cost increased by 13.85%, from Rs. 537.61 million in Fiscal 2024 to Rs. 612.08 million in Fiscal 2025 primarily due to (i) increase in borrowings by 15.92% from Rs. 476.92 million in Fiscal 2024 to Rs. 552.84 million in Fiscal 2025, (ii) increase in income tax by 5.41% from Rs. 7.4 million in Fiscal 2024 to Rs. 7.8 million in Fiscal 2025, (iii) incurrence of other finance costs of Rs.3.36 million in Fiscal 2025, which was not incurred in Fiscal 2024. The finance cost was slightly off set by and decrease in interest cost of lease by 6.28% from Rs. 29.96 million in Fiscal 2024 to Rs. 28.08 million in Fiscal 2025 and 59.15% decrease in bank annual processing fees from Rs. 12.51 million in Fiscal 2024 to Rs. 5.11 million in Fiscal 2025

Other expenses

Our other expenses increased by 13.51%, from Rs. 2,950.49 million in Fiscal 2024 to Rs. 3,349.23 million in Fiscal 2025 primarily on account of increase in (i) power & fuel expense by 16.73% from Rs. 1,606.38 million in Fiscal 2024 to Rs. 1,875.17 million in Fiscal 2025, (ii) repair and maintenance expense of plant and equipment by 24.55% from Rs. 216.43 million in Fiscal 2024 to Rs. 269.56 million in Fiscal 2025, (iii) travelling and conveyance expenses by 35.25% from Rs. 62.15 million in Fiscal 2024 to Rs. 84.06 million in Fiscal 2025, (iv) legal and professional expenses by 106.28% from Rs. 32.94 million in Fiscal 2024 to Rs. 67.95 million in Fiscal 2025 due to an increased spending on Market Research reports, development of skill centre for training under PMKVY, Freight Cost Reduction Module, Resource Optimisation Study, Upgradation of SOPS and SWI (v)communication expense by 59.44% from Rs. 23.84 million in Fiscal 2024 to Rs. 38.01 million in Fiscal 2025 (vi) rent paid by 15.15% from Rs.

93.68 million in Fiscal 2024 to Rs. 107.87 million in Fiscal 2025 (vii) commission on currency and commodity derivatives increased by 22.29% from Rs. 52.90 million in Fiscal 2024 to Rs. 64.69 million in Fiscal 2025.

Profit before share in loss of Joint ventures, exceptional item and tax

On account of factors mentioned hereinabove, our profit before share in loss of Joint ventures, exceptional item and tax increased by 61.46%, from Rs. 1,300.59 million in Fiscal 2024 to Rs. 2,099.94 million in Fiscal 2025.

Share in (loss) of Joint Ventures (net of tax)

Our Share in (loss) of Joint Ventures (net of tax) increased from Rs. (5.24) million in Fiscal 2024 to Rs. (49.33) million in Fiscal 2025.

Restated Profit before Tax and Exceptional Items

Restated profit before tax and exceptional items were Rs. 2,050.61 million in Fiscal 2025 compared to Rs. 1,295.35 million in Fiscal 2024. Exceptional items in Fiscal 2024 was Rs. 12,396.27 million in Fiscal 2024 compared to Rs. nil in Fiscal 2025. Exceptional items in Fiscal 2024 was mainly because of impairment of non-cash goodwill.

Tax expense

Our total tax expense increased from Total tax expenses/(credit) of Rs. (2,715.35) million in Fiscal 2024 to a tax expenses/(credit) of Rs. 500.23 million in Fiscal 2025.

Our tax expenses comprised of (i) deferred tax charge/ (credit) of Rs.(52.03) million for Fiscal 2025 and Rs.(61.86) million for Fiscal 2024 and (ii) deferred tax for earlier years of Rs.4.88 million for Fiscal 2025 from Rs.12.77 million in Fiscal 2024, (iii) current tax of Rs.545.30 million for Fiscal 2025 and Rs.371.75 million for Fiscal 2024 (iv) income tax for earlier years of Rs. 2.08 million for Fiscal 2025 and Rs. 11.54 million for Fiscal 2024 (v) deferred tax on exceptional items of Rs. nil for Fiscal 2025 and Rs. (3,026.47) million for Fiscal 2024.

Profit/(loss) for the year

On account of factors mentioned hereinabove, our profit/(loss) for the year increased from loss of t 8,385.57 million in Fiscal 2024 to a profit of t 1,550.38 million in Fiscal 2025.

Fiscal 2024 compared with Fiscal 2023

Set forth below is a discussion of our results of operations, on the basis of amounts derived from Restated Consolidated Financial Information for Fiscal 2024 and Fiscal 2023.

Total Income

Our total income increased by 1.33%, from t 58,898.95 million in Fiscal 2023 to t 59,684.44 million in Fiscal 2024 for the reasons set out below.

Revenue from operations

Our revenue from operations increased by 1.43%, from t 58,685.07 million in Fiscal 2023 to t 59,524.42 million in Fiscal 2024 for the reasons mentioned below.

Our revenue from sale of goods increased by 5.59% from t 44,541.67 million in Fiscal 2023 to t 47,030.55 million in Fiscal 2024 on account of (i) increase in production at our manufacturing facilities and (ii) better realization in sale of aluminum alloys . Further, our other operating revenue from sale of scrap and other goods marginally decreased by 11.40% from t 13,957.20 million in Fiscal 2023 to t 12,365.42 million in Fiscal 2024. This decrease was due to a 3.48% decrease in the quantity of sale of scraps and others. Our other operating revenue from sales of services is in the nature of job works executed increased from t 57.43 million in Fiscal 2023 to t 66.54 million in Fiscal 2024.

Our revenue from operations less export incentives, from South India increased by 11.93% from t 11,639.72 million in Fiscal 2023 to t 13,028.16 million in Fiscal 2024 and West India increased by 21.37% from t 10.682.07 million in Fiscal 2023 to t 12,964.72 million in Fiscal 2024. This was partially offset by a decrease in revenue from operations less export incentives from North India by 7.63% from t 36,234.51 million in Fiscal 2023 to t 33,470.85 million in Fiscal 2024. The table below sets out details of our revenue from operations less export incentives from North, South and West India for the periods mentioned below.

Particulars	Fiscal 2024		Fiscal 2023
	Revenue from operations (Rs. in million)	% revenue from operations*	Revenue from operations (Rs. in million)	% revenue from operations*
North India	33,470.85	56.29%	36,234.51	61.88%
South India	13,028.16	21.91%	11,639.72	19.88%
West India	12,964.72	21.80%	10,682.07	18.24%
Total	59,463.73	100.00%	58,556.30	100.00%

*Revenue from operations exclude export incentives

Our Company has also received an export incentive of t 128.77 million in Fiscal 2023 and t 60.69 million in Fiscal 2024.

Other income

Our other income decreased by 25.18%, from t 213.88 million in Fiscal 2023 to t 160.02 million in Fiscal 2024 primarily due to (i) a 97.88% decrease in liability towards custom/stamp duty written back from t49.50 million in Fiscal 2023 to t1.05 million in Fiscal 2024, (ii) incurrence of ineffective portion of forward commodity contracts designated as fair value hedges (net) of t36.96 million in Fiscal 2023, which was not incurred in Fiscal 2024, (iii) incurrence of realised and unrealised profit on undesignated portion of fair value hedge (net) of t58.92 million in FY23, which was not incurred in Fiscal 2024. This is partially offset by increase in income from interest on trade receivables and others from t5.50 million in Fiscal 2023 to t73.09 million in fiscal 2024.

Expenses

Our total expenses marginally increased by 1.51%, from t 57,517.01 million in Fiscal 2023 to t 58,383.85 million in Fiscal 2024, for the reasons mentioned below

Cost of materials consumed

Our cost of materials consumed marginally increased by 2.27%, from t 51,864.67 million in Fiscal 2023 to t 53,044.28 million in Fiscal 2024 primarily due to increase in cost of scrap for aluminium alloy and additional raw material consumed for stainless steel recycling.

Purchase of traded goods

Purchase of traded goods increased from t Nil million in Fiscal 2023 to t 1.20 million in Fiscal 2024.

Employee benefits expenses

Our employee benefits expenses increased by 6.36%, from t 1,214.06 million in Fiscal 2023 to t 1,291.30 million in Fiscal 2024 primarily due to (i) an increase in payment of salaries, wages and bonus from t 1,076.91 million in Fiscal 2023 to t 1,143.25 million in Fiscal 2024 primarily due to commissioning of Tirupati Unit which resulted in increase in number of employees at the Tirupati Unit to 52 as of March 31, 2024 from 8 as of March 31, 2023 and increase in salaries of existing employees, (ii) an increase in contribution to provident and other funds from t 26.22 million in Fiscal 2023 to t 28.90 million in Fiscal in 2024 (iii) an increase of gratuity expenses from t

13.68 million in Fiscal 2023 to t14.92 million in Fiscal 2024 and (iv)an increase in staff welfare expenses from t 97.25 million in Fiscal 2023 to t 104.23 million in Fiscal 2024.

Depreciation and amortization expenses

Our depreciation and amortization expense increased by 5.99%, from t 467.83 million in Fiscal 2023 to t 495.86 million in Fiscal 2024 on account of additional capital expenditure incurred for Tirupati Unit.

Finance costs

Our finance cost increased by 23.80%, from t 434.25 million in Fiscal 2023 to t 537.61 million in Fiscal 2024 primarily due to increase in borrowings and others by 31.31% from t 363.19 million in Fiscal 2023 to t 476.92 million in Fiscal 2024, (ii) increase in income tax by 135.67% from t 3.14 million in Fiscal 2023 to t 7.4 million in Fiscal 2024, (iii) a 49.95% increase in interest cost on lease liability from t19.98 million in Fiscal 2023 to t29.96 million in Fiscal 2024. The finance cost was slightly off set by a 12.58% decrease in bank annual processing fees from t 14.31 million in Fiscal 2023 to t 12.51 million in Fiscal 2024 and an 18.93% decrease in interest to related parties from t6.34 million in Fiscal 2023 to t5.14 million in Fiscal 2024.

Other expenses

Our other expenses marginally decreased by 0.91%, from t 2,977.49 million in Fiscal 2023 to t 2,950.49 million in Fiscal 2024 primarily on account of decrease in (i) consumption of stores and spares by 9.67% from t234.65 million in Fiscal 2023 to t 211.96 million in Fiscal 2024, (ii) consumption of packing materials by 13.81% from t42.94 million in Fiscal 2023 to t 37.01 million in Fiscal 2024 due to an increase in sale of liquid which does not require any packing material (iii) repair and maintenance expense of plant and equipment by 6.80% cfrom t 232.23 million in Fiscal 2023 to t 216.43 million in Fiscal 2024, (iv) freight and cartage outward by 11.93% from t 380.56 million in Fiscal 2023 to t 335.15 million in Fiscal 2024 due to a decrease in export sales, (v) legal and professional expenses by 61.80% from t86.22 million in Fiscal 2023 to t32.94 million in Fiscal 2024 and (vi) security service expenses by 62.50% from t0.64 million in Fiscal 2023 to t0.24 million in Fiscal 2024 . This was partially offset by increase in (i) power & fuel expense by 6.09% from t 1,514.21 million in Fiscal 2023 to t 1,606.38 million in Fiscal 2024, (ii) rent paid by 9.79% from t85.33 million in Fiscal 2023 to t93.68 million in Fiscal 2024.

Profit before share in loss of Joint ventures, exceptional item and tax

On account of factors mentioned hereinabove, our profit before share in loss of Joint ventures, exceptional item and tax decreased by 5.89%, from t 1,381.94 million in Fiscal 2023 to t 1,300.59 million in Fiscal 2024.

Share in (loss) of Joint Ventures (net of tax)

Our Share in (loss) of Joint Ventures (net of tax) increased from t (3.17) million in Fiscal 2023 to t (5.24) million

in Fiscal 2024.

Restated Profit before Tax and Exceptional Items

Restated profit before tax and exceptional items were Rs. 1,295.35 in Fiscal 2024 compared to Rs. 1,378.77 million in Fiscal 2023. Exceptional items in Fiscal 2024 was Rs. 12,396.27 million compared to Rs. nil in Fiscal 2023. Exceptional items in Fiscal 2024 was mainly because of impairment of goodwill.

Profit/ loss before tax

On account of factors mentioned hereinabove, our profit before tax decreased by 5.89%, from Rs. 1,381.94 million in Fiscal 2023 to Rs. 1,300.59 million in Fiscal 2024.

Tax expense

Our total tax expenses/(credit) decreased from Rs. 333.7 million in Fiscal 2023 to Rs. (2,715.35) million in Fiscal 2025.

Our tax expenses comprised (i) current tax amounting to Rs. 346.51 million in Fiscal 2023 and Rs. 371.75 million in Fiscal 2024, (ii) income tax adjustment for earlier year (net) amounting to Rs. (35.02) million in Fiscal 2023 and Rs. (11.54) million in Fiscal 2024, (iii) deferred tax charge/(credit) amounting to Rs. 6.85 million in Fiscal 2023 and Rs. (61.86) million in Fiscal 2024 and (iv) deferred tax adjustment for earlier years (net) amounting to Rs. 15.36 million in Fiscal 2023 and Rs. 12.77 million in Fiscal 2024. Our company had a deferred tax of Rs. (3,026.47) million on exceptional item in Fiscal 2024.

Profit for the year

On account of factors mentioned hereinabove, our profit for the year decreased by 902.39%, from profit of Rs. 1,045.07 million in Fiscal 2023 to loss of Rs. 8,385.57 million in Fiscal 2024. Profit for the year was negative in Fiscal 2024 on account of an exceptional item of Rs. 12,396.27 million created on account of impairment of noncash goodwill.

Liquidity and Capital Resources

We have maintained liquidity for our business operations primarily from the cash generated from operations, bank borrowings and issuance of shareholder equity. As of March 31, 2025, we had cash and bank balances and unutilized sanctioned fund-based limits available for use in our operations of Rs. 8,362.31 million.

Based on our current level of expenditures, we believe that our current working capital, together with cash flows from operating activities and the proceeds from the offer contemplated herein, will be adequate to meet our anticipated cash requirements for capital expenditure and working capital for the next 12 months.

Cash flows

Set forth below is a discussion of our cash flows, on the basis of amounts derived from our Restated Financial Information for the Fiscals mentioned.

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Net cash from or (used in) operating activities	(920.03)	741.02	6,108.95
Net cash (used in) investing activities	(2,348.33)	(1,337.66)	(963.40)
Net cash flow from or (used in) financing activities	3,256.02	307.20	(4,843.43)
Net change in cash and cash equivalents	(12.34)	(289.44)	302.12
Cash and cash equivalents at the beginning of the year	30.02	319.46	17.34
Cash and cash equivalents at the end of the year	17.68	30.02	319.46

Cash from / (used) in Operating Activities

Fiscal 2025

Net cash used in operating activities was Rs. 920.03 million in Fiscal 2025. Profit before tax was Rs. 2,050.61 million

in Fiscal 2025. Adjustments to reconcile profit before tax to net cash flows primarily consisted of depreciation and amortisation expense of t 626.93 million, interest expense amounting to t 588.75 million, loss on disposal of property, plant & equipment, intangible assets and devaluation of assets held for sale (net) of t18.02 million and share in losses of Joint ventures (net of tax) of t 49.33 million. This was partially offset by interest (income) amounting to t (45.01) million, mark to market gain on derivative contracts (net) of t (28.97) million, lease modification amounting to t (7.20) million and (income) on account of financial guarantee of t (3.35) million. Operating profit before working capital change was t 3,251.47 million in Fiscal 2025. The main adjustments in Fiscal 2025, included increase in trade receivables of t 1,606.09 million, increase in inventories of t 2,073.82 million, increase in financial and other assets of t 686.06 million. This was partially offset by an increase in trade payables of t 534.04 million, increase in financial and other liabilities of t150.66 million and an increase in provisions of t 20.49 million. Direct taxes paid (net of refunds) amounted to t (507.88) million in Fiscal 2025.

Fiscal 2024

Net cash from operating activities was t 741.02 million in Fiscal 2024. Loss before tax was t (11,100.92) million in Fiscal 2024. Adjustments to reconcile profit before tax to net cash flows primarily consisted of impairment of goodwill of t12,396.27 million, interest expenses amounting to t 519.43 million, depreciation and amortization expense of t 495.86 million, mark to market loss on derivatives contracts amounting to t 15.16 million and loss on disposal of property, plant & equipment, intangible assets and devaluation of assets held for sale (net) amounting to t14.60 million. This was partially offset by interest income amounting to t (81.44) million and profit of sale of investment property of t (2.11) million. Operating profit before adjustments was t 2,261.48 million in Fiscal 2024. The main adjustments in Fiscal 2024, included decrease in trade payables of t 1,367.93 million, increase in trade receivables of t 701.50 million, decrease in financial and other liabilities of t 60.48 million and an increase in inventories of t 24.01 million. This was partially offset by a decrease in financial and other assets of t 922.79 million and increase in provisions of t 21.49 million. Direct taxes paid (net of refunds) amounted to t (308.13) million in Fiscal 2024.

Fiscal 2023

Net cash from operating activities was t 6,108.95 million in Fiscal 2023. Profit before tax was t 1,378.77 million in Fiscal 2023. Adjustments to reconcile profit before tax to net cash flows consisted of depreciation and amortization expense of t 467.83 million, interest expenses of t 392.65 million and IPO expenses written off (included in respective heads of other expenses) amounting to t 44.41 million which was partially offset by forward premium on unrealised commodity contracts amounting of t (59.45) million, (income) on account of reversal of excess provision of custom and stamp duty of t (49.50) million and interest income of t 23.58 million. Operating profit before adjustments was t 2,154.53 million in Fiscal 2023. The adjustments in Fiscal 2023, included decrease in financial and other assets of t 2,058.48 million, decrease in inventories of t 934.56 million, increase in trade payable of t 967.23 million and increase in financial and other liabilities of t 76.66 million. Direct taxes paid (net of refunds) amounted to t (485.86) million in Fiscal 2023.

Cash used in Investing Activities

Fiscal 2025

Net cash used in investing activities in Fiscal 2025 was t 2,348.33 million. This was primarily on account of purchase of property, plant and equipment, intangible assets including capital work in progress amounting to t 2,398.57 million and investments in fixed deposits amounting to t 691.99 million. This was partially offset by proceeds from disposal of property, plant and equipment, intangible assets and capital work in progress amounting to t 15.06 million, maturity of fixed deposit amounting to t 678.18 million and interest received amounting to t 48.99 million.

Fiscal 2024

Net cash used in investing activities in Fiscal 2024 was t 1,337.66 million. This was primarily on account of purchase of property, plant and equipment, intangible assets including capital work in progress amounting to t 1,439.62 million and investments in fixed deposits amounting to t 668.88 million. This was partially offset by proceeds from disposal of property, plant and equipment, intangible assets and capital work in progress amounting to t 13.18 million, maturity of fixed deposit amounting to t 675.38 million, interest received amounting to t 85.04 million and proceeds from sale of investment property of t4.84 million.

Fiscal 2023

Net cash used in investing activities in Fiscal 2023 was t 963.40 million. This was primarily on account of purchase of property, plant and equipment, intangible assets including capital work in progress amounting to t 1,205.66 million and investments in fixed deposits amounting to t 466.04 million. This was partially offset by proceeds from disposal of property, plant and equipment, intangible assets and capital work in progress amounting to t 8.71 million, maturity of fixed deposit amounting to t 676.60 million, interest received amounting to t 22.99 million.

Cash flow from/(used) in Financing Activities

Fiscal 2025

Net cash from financing activities in Fiscal 2025 was t 3,256.02 million. This was primarily on account of proceeds from short term borrowings (net) amounting to t 2,988.49 million, proceeds from long term borrowings amounting to t 1,138.00 million. This was partially offset by repayment of long-term borrowings amounting to t

172.68 million, lease payments made amounting to t 63.29 million, interest on lease payment amounting to t 28.08 million and interest paid amounting to t 606.42 million.

Fiscal 2024

Net cash from financing activities in Fiscal 2024 was t 307.20 million. This was primarily on account of proceeds from short term borrowings (net) amounting to t 466.86 million and proceeds from long term borrowings amounting to t 1,106.78 million. This was partially offset by repayment of long term borrowings amounting to t 303.92 million, buyback of equity shares of t 300.00 million, lease payments made amounting to t 69.88 million, tax on buyback of equity shares of t31.92 million, interest on lease liabilities amounting to t 29.96 million and interest paid amounting to t 530.77 million.

Fiscal 2023

Net cash flow used financing activities in Fiscal 2023 was t 4,843.43 million. This was primarily on account of proceeds from long term borrowings amounting to t 141.63 million. This was offset by repayment of short term borrowings amounting to t 4,333.06 million, repayment of long term borrowings amounting to t175.38 million, lease payments made amounting to t 64.12 million, payment of interest on lease liabilities amounting to t 19.98 million and interest paid amounting to t 392.52 million.

Historical and Planned Capital Expenditure

For Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023, amount spent on purchase of property, plant and equipment, intangible assets including capital work in progress, was t 2,398.57 million, t 1,439.62 million and t 1,205.66 million, respectively, on a consolidated basis.

As on the date of this Draft Red Herring Prospectus, our Company is in the process of expanding our existing capacities.

Financial Indebtedness

As of March 31, 2025, we had outstanding working capital facilities amounting to t 6,271.43 million and outstanding term loan facilities amounting to t 2,668.90 million.

There are a number of covenants in our financing agreements that we have entered into with our lenders. Further, some of our financing agreements include conditions and covenants that require us to obtain their consent prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business. Typically, we require, and may be unable to obtain, lender consents to incur additional secured debt, issue equity, change our capital structure, undertake any major expansion and for any change our management structure, whether or not there is any failure by us to comply with the other terms of such agreements.

The details of our indebtedness (on a consolidated basis) as on March 31, 2025 is provided below:

Particulars	Non - Current Borrowings			Current Borrowings
	As at March 31, 2025	As at March 31, 2024	As at March 31, 2023	As at March 31, 2025	As at March 31, 2024	As at March 31, 2023
From banks
Term loans (Secured)	2,582.52	1,617.20	769.89	19.34	-	-
Vehicle loans (Secured)	-	-	-	-	1.38	10.90
Buyers credit (Secured)	-	-	-	874.11	932.95	1,027.05
Cash credit (Secured)	-	-	-	510.93	275.78	216.19
Working capital demand loans (Secured)				3,506.39	1,031.15	1,343.22
Working capital demand loans (Unsecured)				1,380.00	1,000.00
Bill discounting (Unsecured)	-	-	-	-	-	243.99
From financial institution	-	-	-	-	-	-
Supply Chain Financing (Unsecured)					47.42
From Others	_-	_-	_-	_-	_-	_-
Loan from related parties (Unsecured)				67.04	80.64	70.62
	2,582.52	1,617.20	769.89	6,357.81	3,369.32	2,911.97
Less: Current Maturities of non-current borrowings	(439.97)	(251.04)	(269.00)	439.97	251.04	269.00
	2,142.55	1,366.16	500.89	6,797.78	3,620.36	3,180.97
The above amount includes:
Secured borrowings	2,142.55	1,366.16	500.89	5,350.74	2,492.30	2,866.36
Unsecured borrowings	-	-	-	1,447.04	1,128.06	314.61
	2,142.55	1,366.16	500.89	6,797.78	3,620.36	3,180.97

Contractual Obligations and Commitments

The following table sets forth certain information relating to future payments due under known contractual commitments as of March 31, 2025, aggregated by type of contractual obligation:

Particulars	As of March 31, 2025
	Payment due by period
	Total	Less than 1 year	1-5 years	More than 5 years
Trade Payables	2,312.75	2,312.75	-	-
Others	10,055.79	7,647.17	2,300.08	108.54
Total	12,368.54	9,959.92	2,300.08	108.54

Contingent liabilities and off-balance sheet arrangements

As of March 31, 2025, our contingent liabilities and guarantees identified under the Ind AS 37, on a consolidated basis, were as follows:

Particulars	As of March 31, 2025 N in million)
Demand received Under Customs Act, 1962	106.83
Demand received Under Central Excise Act, 1994	427.85
Demand received Under Finance Act, 1994	0.14
Demand received Under Sales Tax Act/Entry Tax Act under appeal for various years	19.85
Demand received Under Goods & Service Tax Act under appeal for various years	130.12
Demand received Under Income Tax Act, 1961	123.53
Claim related to legal case filed by ex-workers	6.14
Liability on account of legal case on enhancement of land purchase price by farmers.	13.70
Liability on account of legal case by worker before Industrial tribunal Cum Labour court	0.04
Liability on account of bill discounting done by NBFC	39.94
Matter related to payment of custom duty and Integrated Goods and Service Tax which is related to classification of raw material	47.26
Liability on account of Debit note raised by Chiho Tiande (HK) Limited pending settlement	2.09
Liability on account pending reconciliation / settlement with Chiho Environmental Recycling Industries	4.47
Guarantee given	390.00

For details of our contingent liability and guarantees as at March 31, 2025 as per Ind AS 37, see “ “Restated Financial Information - Note - 31(b): Notes to Restated Ind AS Consolidated Summary Statements - Capital and Other Commitments- Contingent Liabilities” on page 338.

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

Qualifications and Emphasis of Matter

Our Statutory Auditors have included certain qualifications, emphasis of matters and certain observations in their auditors reports for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the annexure to the auditors reports on Companies (Auditors Report) Order, 2020 and Companies (Auditors Report) Order, 2016 as applicable (“CARO”) and on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013, in respect of our Company in the manner set forth hereunder:

Report reference	Year	Comments of the Auditor
Consolidated Financial Statements	2022-23	Qualified Opinion
		We have audited the accompanying consolidated financial statements of CMR Green Technologies Limited (formerly known as Grand Metal Industries Limited) (hereinafter referred to as "the Holding Company"), its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its joint ventures comprising of the consolidated Balance Sheet as at March 31, 2023, the consolidated Statement of Profit and Loss including other comprehensive income, the consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information hereinafter referred to as "the consolidated financial statements.
		In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, except for the effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its joint ventures as at March 31, 2023, their consolidated profit and their consolidated cash flows for the year ended on that date.
		Basis for Qualified Opinion
		In case of one of a joint venture company, namely CMR Chiho Industries India Private Limited (herein referred to as “said venture company”)
		(a) The said joint venture company had entered into various related party transactions during the year ended March 31, 2022, aggregating of Rs. 3,929.78 lacs which were approved in the board meeting of the said joint venture company dated November 13, 2021. Such transactions were approved by directors representing the Transacting Shareholder Directors of the said joint venture company and not by the Directors representing companys other Joint Venture Shareholder. Further in respect of certain other related party transactions entered during the year ended March 31, 2022, aggregating of Rs. 2,174.60 lacs, approval of the board of directors of the said joint venture have not been taken by the said joint venture company. Furthermore, the said joint venture company has entered into related party transactions of Rs. 545.89 lacs during the current year which have not been approved by the Board of Directors.
		The above transactions are not in compliance with approval process in the Shareholders Joint Venture Agreement dated November 25, 2019, and the Article of association of the said joint venture company.

Report reference	Year	Comments of the Auditor
Report on Other Legal and Regulatory Requirements as required by Section 143(3) of the Companies Act, 2013	2022-23	Clause 2(b): Except for the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors except, in case of one joint venture where the backup of books of accounts maintained in electronic mode have not been taken/maintained on a daily basis due to reasons as fully explained in note 46(b)
		Clause 2(c): Except for the matters described in the Basis for Qualified Opinion paragraph above, the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated financial statements;
		Clause 2(d): Except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
		Clause 2(e): The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.
	2023-24	Clause 2(b): In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors except for the matter stated in the paragraph (i)(vi) below on reporting under Rule 11(g) and in case of one joint venture where the backup of books of accounts maintained in electronic mode have not been taken/maintained on a daily basis due to reasons fully explained in note 46(b).
		Clause 2(f): The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g).

Report reference	Year	Comments of the Auditor
Report on Other Legal and Regulatory Requirements as required by Section 143(3) of the Companies Act, 2013	2023-24	Clause 2(I)(iv)(e): Based on our examination which included test checks and that performed by the respective auditors of the subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act, except for the instances discussed in note 50 to the financial statements, the Holding Company, subsidiaries and joint venture have used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we and respective auditors of the above referred subsidiaries did not come across any instance of audit trail feature being tampered in respect of other accounting software where the audit trail has been enabled.
	2024-25	Clause 2(b): In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors, except for the matter stated in the paragraph (i)(vi) below on reporting under Rule 11(g).
		Clause 2(I)(vi): Based on our examination which included test checks and that performed by the respective auditors of the subsidiaries and its joint venture which are companies incorporated in India whose financial statements have been audited under the Act, except for the instances discussed in note 47 to the financial statements, the Holding Company, subsidiaries and joint venture have used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we and respective auditors of the above referred subsidiaries and joint venture did not come across any instance of audit trail feature being tampered in respect of other accounting software where the audit trail has been enabled and the audit trail has been preserved by the Holding Company, subsidiaries and joint venture for these software as per the statutory requirements for record retention.
CARO 2020	2022-23	Clause (xxi): Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements are:

Sr. No. Name of the entities	CIN	Holding/ Subsidiary/ JV	Clause number of the CARO report which is unfavorable or adverse	Remarks (Basis the respective auditors reports)
1 CMR Green Technologies Limited	U00337HR2005PLC085675	Holding Company	Clause (vii)(a)	Clause (vii)(a) - Undisputed statutory dues have generally been regularly deposited with the appropriate authorities although there has been a slight delay in a few cases.
2 *CMR Kataria Recycling Private Limited	U37100HR2020PTC088163	Subsidiary	Clause (vii)(a)	Clause (vii)(a) - Undisputed statutory dues have generally been regularly deposited with the appropriate authorities although there has been a slight delay in a few cases.

* MKP-Kataria Recycling Private Limited name of the company has been changed from CMR-Kataria Recycling Private Limited. Further, the company ceased to be a subsidiary with effect from June 30, 2024.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include rent payments, capital advances, repayment of advances given and remuneration paid to Directors.

For details, see “Related Party Transactions ” on page 441. Also, see “Risk Factors - We have entered into a number of related party transactions and may continue to enter into such transactions under Ind AS 24, in the future, and there can be no assurance that we could not have achieved more favourable terms had such transactions not been entered into with related parties. ” on page 84.

Quantitative and Qualitative Disclosures About Market Risk

Our management monitors and manages key financial risk relating to our operations by analysing exposures by degree and magnitude of risk. The risks include credit risk, liquidity risk, interest rate risk, commodity price and foreign currency exchange rate risk and inflation risk. Our Board of Directors has overall responsibility for the establishment and oversight of our risk management framework. Our risk management policies are established to identify and analyse the risks faced by us, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities.

Credit Risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Trade receivables are typically unsecured and are derived from revenue earned from customers. Our trade receivables as of March 31, 2025, March 31, 2024 and March 31, 2023 was Rs. 7,875.69 million, Rs. 6,271.97 million and Rs. 5,535.55 million, respectively, based on the Restated Consolidated Financial Information. We manage credit risk through credit approvals, by establishing credit limits and periodic review of the creditworthiness of customers to whom we grant credit in the normal course of business. We are also in the process of evaluating credit insurance options to better manage our credit risks.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. We have established a liquidity risk management framework for the management of our short-term, medium-term and long-term funding and liquidity management requirements. We manage liquidity risk by maintaining reserves by continuously monitoring forecast and actual cash flows. As of March 31, 2025, cash and bank balances and unutilized balance of sanctioned fund based working capital including bill discounting limit of our Company is Rs. 8,362.31 million.

Interest rate risk

Interest rates for borrowings have been fluctuating in India in recent periods. Our current debt facilities typically carry variable rates of interest. Increase in interest rates would increase interest expenses relating to our outstanding borrowings and increase the cost of new debt. In addition, an increase in interest rates may adversely affect our ability to service long-term debt, which in turn may adversely affect our results of operations. We do not have a policy to enter into hedging arrangements against interest rate fluctuations.

Commodity price and foreign currency exchange rate risk

We import most of our raw materials and payments are carried out in foreign currencies. This exposes us to currency fluctuation risk. The prices of raw materials used by us are volatile and are subject to various factors including fluctuation in commodity prices, global economic conditions and market speculation, among other factors. Given the nature of the international scrap industry, we do not enter into any long-term contracts with our suppliers and our purchase contracts are made on spot prices. Since scrap prices are not quoted on an exchange, tools for commodity hedging, such as hedging on industrial metals trading platforms, are not available to us. As a result, we, to the extent possible, structure our sale contracts with our customers such that our exposure to forex and commodities associated risks are minimized.

As a trade practice, the alloy prices are generally fixed on a monthly basis by one of our major OEM customers, which generally forms the basis for most of our customers. Various factors including movements in scrap prices and currency and average of scrap prices and forex rates of the preceding month are considered while fixing the alloy prices. Considering we make our payments to our raw materials suppliers approximately 30 days prior to the sale of our finished goods, this gives us a natural hedge against price and forex fluctuations to a large extent. In addition to the above, our recent increase in exports, for which we receive contribution in foreign currency, also acts as a natural hedge to our risk of foreign currency fluctuation. It should also be noted that as an industry practice, most of the players negotiate rates on monthly or quarterly basis and all price fluctuations are passed on to the customers.

In addition, we hedge our foreign currency loans, in accordance with the requirement of the lender, to minimize our exposure to adverse currency movements.

Inflation risk

In recent year, India has experienced relatively high rates of inflation. While we believe that inflation has not had any material impact on our business and results of operations in light of the growth of our revenues, inflation generally impacts the overall economy and business environment and hence could affect us.

Unusual or infrequent events or transactions

Except as described in this Draft 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 that materially affect or are likely to affect income from continuing operations

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 identified above in “- Significant Factors Affecting our Results of Operations and Financial Condition ” and the uncertainties described in the section “Risk Factors” on pages 443 and 44 respectively.

Known trends or uncertainties

Other than as described in the section “Risk Factors” on page 44, to our knowledge, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future relationship between cost and income

Other than as described in the sections “Risk Factors”, “Our Business” and “Managements Discussion and Analysis of Financial Position and Results of Operations” on pages 44, 248 and 443, respectively, to our

knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

Publicly announced new products or business segments /material increases in revenue due to increased disbursements and introduction of new products

As on the date of this Draft Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

Significant dependence on single or few customers

Given the nature of our business operations, we do not believe our business is dependent on any single customer. We have over the years established long-term relationships with our customers leading to recurrent business engagements with them. However, reliance on a limited number of customers for our business may generally involve several risks including, but are not limited to, reduction, delay or cancellation of orders from our significant customers; failure to negotiate favourable terms with our key customers; all of which would have a material adverse effect on the business, financial condition, results of operations and future prospects of our Company.

Customers	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue contribution (t in million)	As a percentage of the revenue from operations (%)	Revenue contribution (t in million)	As a percentage of the revenue from operations (%)	Revenue contribution (t in million)	As a percentage of the revenue from operations (%)
Top 3 customers	15,311.13	22.98%	14,141.61	23.75%	12,715.91	21.67%
Top 5 customers	23,331.09	35.01%	20,616.70	34.63%	18,633.73	31.75%
Top 10 customers	35,182.55	52.78%	30,490.93	51.20%	28,194.68	48.05%

Seasonality of business

Our business is not seasonal in nature.

Competitive conditions

We operate in a competitive environment. Please refer to the section “Industry Overview ”, “Our Business ”, and “Risk Factors” on pages 153, 248 and 44 respectively, for further information on our industry and competition.

Change in accounting policies

Except as described in this Draft Red Herring Prospectus, there have been no changes in our accounting policies in the last three Fiscals.

Significant developments after March 31, 2025 that may affect our future results of operations

Except as set out in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since the date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or adversely affect or are likely to affect, the trading or profitability of our Company, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

FINANCIAL INDEBTEDNESS

Our Company avails loans and bank facilities in the ordinary course of its business for meeting its working capital and business requirements. For details of the borrowing powers of our Board, see “Our Management - Borrowing Powers ” on page 308.

The details of our indebtedness (on a consolidated basis) as on June 30, 2025 is provided below:

Category of borrowing	Sanctioned amount as on June 30, 2025	Outstanding amount as on June 30, 2025
Secured
Working Capital Facilities (A)	11,870.00	5,185.75
Fund based	10,410.00	4,394.02
Non-fund based	1,460.00	791.73
Term Loan Facilities (B)	4,490.00	2,500.77
Sub-total (A) + (B)	16,360.00	7,686.51
Unsecured
Demand Loans (C)	3,700.00	1,380.00
Sub-total (C)	3,700.00	1,380.00
Total (D= A+B+C)	20,060.00	9,066.51

Principal terms of the borrowings availed by us

The details provided below are indicative and there may be additional terms, conditions and requirements under

the various financing documentation executed by us in relation to our indebtedness.

1. Interest: Our financing arrangements typically have floating rates of interest linked to a base rate, ranging between 5% to 10.5%.

2. Penal Interest: The terms of certain of our borrowings prescribe penalties for non-compliance of certain obligations by us, inter alia, delay in the repayment of principal instalment, interest, delay in submission of CMA/Renewal Data, non-submission of Stock Statement, Stock and property insurance policy, QPR, annual financial statements, returns of cheques, Bill purchase/discounted and other certificates and other irregularities as specified in the terms of sanction. The default interest payable on our borrowings typically ranges from 1% to 2% per annum. Additional interest as specified by the lenders may be charged in case of continuation of the noncompliance beyond a certain period.

3. Pre-payment penalty: The terms of the borrowings availed by us typically have pre-payment provisions, which allow for pre-payment of the outstanding amount on giving notice to the concerned lender, subject to the payment of prepayment penalty in accordance with the relevant financing documentation. Certain of our borrowing arrangements provide for the imposition of pre-payment penalty at the discretion of the lender. The pre-payment premium, where specified in the relevant financing documentation, is typically between 2% to 4% per annum on the sanctioned amount or outstanding amount.

4. Validity/ Tenor: The working capital facilities availed by us are typically available for a period of 7 days to 12 months, subject to periodic review by the relevant lender. The tenor of the term loans availed by us are typically range from 5 years to 7 years.

5. Repayment: The working capital facilities are typically repayable on demand or on their respective due dates within the maximum tenure. The term loans are typically repayable in structured instalments.

6. Key covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate actions, and we are required to take the prior approval of the relevant lender before undertaking such corporate actions, such as following:

a. That it will not make any material change in its capital structure, shareholding pattern/ management, formulate any scheme of amalgamation or reconstruction without the prior consent of the bank.

b. Change in constitution of the company / guarantor

c. Shall not be entitled to transfer or assign any of the right or obligation to any person directly/indirectly;

d. Shall not induct a person identified as will full defaulter by RBI or CIBIL or any other authorized agency;

e. Shall agree that bank reserve the right to alter the interest rate, withdraw the facility, partially or wholly if borrower is identified to have been included in RBI default list.

7. Events of default: The borrowing arrangements entered into by us, contain standard events of default,including:

a. Non compliance of any term or conditions stipulated by bank;

b. Default in payment of interest, other charges or instalment amount due or repayment of principal amounts;

c. Delay in achieving commercial operation beyond the estimated COD

d. Failure to pay amount due or payable to banks;

e. Non creation of security within time limit;

f. Delay in obtaining external credit risk rating form agency approved by RBI;

g. Event of breach of financial /non-financial covenant;

h. Breach in general terms and conditions;

i. Delay in submission of end use and net worth certificate, audited financial statement, stock statement, property insurance policy;

j. Default in payment of interest, other charges or instalment amount due or repayment of principal amounts;

k. Non payment of any other obligation.

We are also obliged to inform our lenders if our profits are going to be substantially lower than what was presented to the lending entity at the time of entering the borrowing arrangement.

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