You should read the following discussion in conjunction with our restated consolidated financial statements attached in the chapter titled "Financial Information of the Company" beginning on page 166 of this Draft Red Herring Prospectus. You should also read the section titled "Risk Factors" on page 32 and the section titled "Forward Looking Statements" on page 22 of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Consolidated Financial Statements.
Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor dated September 27, 2025 which is included in this Draft Red Herring Prospectus under "Financial Information of the Company". The Restated Consolidated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.
OVERVIEW:
Incorporated in 2010, we are an ISO 9001:2015 certified company, engaged in the business of executing various types of contractual railway projects and related services which includes Annual Maintenance Contracts (AMC) and repair services for a wide range of railway rolling stock systems. Our services include annual maintenance and repair of train lighting equipment across all rolling stock categories, including the latest Vande Bharat trains, along with annual maintenance and repair for Overhead Equipment (OHE) maintenance vehicles (Tower Wagons), Power Car equipment and HVAC systems. In addition to maintenance services, we undertake the Supply, Installation, Testing, and Commissioning (SITC) of various electrical equipment across all types of rolling stock. We provide services to the Ministry of Railways, Government of India, either through directly awarded contracts secured via competitive tendering or through pre-bid arrangements with various OEMs.
We primarily undertake:
Post incorporation, we acquired the running business of M/s Dhara Industries on a going concern basis through a Business Purchase Agreement dated July 21, 2010. Jagruti Tejas Mehta was the proprietor of M/s Dhara Industries which was engaged in the business of executing engineering power infrastructure contracts, mainly with Indian Railways, including Trading and supplying of the required material for the contract and also executing the maintenance contracts. Currently, Tejas Lalit Mehta, Chairman & Managing Director of the Company is looking after the overall business operations of the company along with Jagruti Tejas Mehta, Whole Time Director of our company.
Our Company does a regular review of government projects, through various means such as notification published on Rail authority websites, national newspapers, Government procurement portals, Gem Portal, Indian Railways E-Procurement System (IREPS) or Industry publications. After evaluating the Project scope & timeline, technical requirements and other eligibility criteria, we submit Bids to undertake railway projects on contract basis for a pre-specified period. We carry our business through our Registered Office located at Gala No. O, 196-K, Girgaum Gaiwadi, Girgaum, Mumbai-400004, Maharashtra, India.
Our Company is managed by our Promoters Tejas Lalit Mehta and Jagruti Tejas Mehta who has been on the Board of Directors of the Company since incorporation. Tejas Lalit Mehta and Jagruti Tejas Mehta have an overall experience of 24 years along with an experience of 20 years and 24 years respectively in undertaking railway projects and related services. Tejas Lalit Mehta
is playing vital role in formulating business strategies and effective implementation of the same. He is currently involved in managing the overall business operations of the Company including business planning & development, Accounts & Finance, marketing, business operation & documentation and vendor management. Jagruti Tejas Mehta is responsible for general business and HR & administration functions. The experience, knowledge and insight of our promoters have helped in the growth and development of our Company.
We have a strong track record of revenue growth and profitability. The following table sets forth certain key performance indicators for the years indicated:
(Rs. in Lakhs except percentages and ratios)
Key Financial Performance |
For the financial year ended on |
||
March 31, 2025 |
March 31, 2024 |
March 31, 2023 |
|
Revenue from Operations(1) |
4,448.42 |
3,146.84 |
2,660.11 |
EBITDA(2) |
528.47 |
133.07 |
74.52 |
EBITDA Margin(3) |
11.88% |
4.23% |
2.80% |
Profit After Tax (PAT) (4) |
652.78 |
296.78 |
106.42 |
PAT Margin(5) |
14.67% |
9.43% |
4.00% |
ROE (6) |
67.85% |
60.89% |
37.24% |
ROCE(7) |
25.59% |
11.73% |
5.71% |
Net Worth (8) |
1,288.56 |
635.77 |
338.99 |
Notes:
(1)
Revenue from operation means revenue from sales, service and other operating revenues(2)
EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income(3)
‘EBITDA Margin is calculated as EBITDA divided by Revenue from Operations(4
PAT is calculated as Profit before tax – Tax Expenses(5)
‘PAT Margin is calculated as PAT for the year divided by revenue from operations.(6)
Return on Equity is ratio of Profit after Tax and Average Shareholder Equity(7)
Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as Tangible Net Worth + Total Debt + DTL.(8)
Net Worth = Equity Share Capital + Reserve and Surplus (including surplus in the Statement of Profit & Loss) – Preliminary Expenses to the extent not written-offSTATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to Restated Financial Statements beginning on page 166 of this Draft Red Herring Prospectus.
Factors Affecting our Results of Operations
Discussion on Result of Operations
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the financial years ended on March 31 2025, March 31, 2024 and March 31, 2023.
Amount in Rs. Lakhs)
S. No. |
Particulars |
For the year ended |
|||||
March 31, 2025 |
% of Total Income |
March 31, 2024 |
% of Total Income |
March 31, 2025 |
% of Total Income |
||
1 |
Revenue From Operation |
4,448.42 |
92.68% |
3,146.84 |
91.94% |
2,660.11 |
97.11% |
2 |
Other Income |
351.41 |
7.32% |
275.95 |
8.06% |
79.22 |
2.89% |
3 |
Total Income (1+2) |
4,799.83 |
100.00 % |
3,422.79 |
100.00 % |
2,739.34 |
100.00 % |
4 |
Expenditure |
||||||
(a) |
Cost of Material Consumed |
1,417.26 |
29.53% |
2,412.22 |
70.48% |
1,584.42 |
57.84% |
(b) |
Purchases of Stock in Trade |
- |
0.00% |
- |
0.00% |
- |
0.00% |
(c) |
Changes in Inventories of Finished Goods, WIP & Stock-in-trade |
699.95 |
14.58% |
(808.24) |
- 23.61% |
(69.00) |
-2.52% |
(d) |
Employee Benefits Expense |
1,107.24 |
23.07% |
1,092.39 |
31.92% |
917.06 |
33.48% |
(e) |
Finance Cost |
19.81 |
0.41% |
8.12 |
0.24% |
1.64 |
0.06% |
(f) |
Depreciation and Amortisation Expenses |
4.29 |
0.09% |
3.90 |
0.11% |
4.48 |
0.16% |
(g) |
Other Expenses |
695.50 |
14.49% |
317.40 |
9.27% |
153.11 |
5.59% |
5 |
Total Expenditure 4(a) to 4(g) |
3,944.05 |
82.17% |
3,025.79 |
88.40% |
>2,591.72 |
94.61% |
6 |
Profit/(Loss) Before Exceptional & extraordinary items & Tax (3-5) |
855.79 |
17.83% |
397.00 |
11.60% |
147.62 |
5.39% |
7 |
Exceptional & Extraordinary item |
- |
0.00% |
- |
0.00% |
- |
0.00% |
8 |
Profit/(Loss) Before Tax (6-7) |
855.79 |
17.83% |
397.00 |
11.60% |
147.62 |
5.39% |
9 |
Tax Expense: |
||||||
(a) |
Tax Expense for Current Year |
204.08 |
4.25% |
96.94 |
2.83% |
47.01 |
1.72% |
(b) |
Short/(Excess) Provision of Earlier Year |
- |
0.00% |
- |
0.00% |
- |
0.00% |
(c) |
Deferred Tax |
(1.08) |
-0.02% |
3.27 |
0.10% |
(5.81) |
-0.21% |
Net Current Tax Expenses |
203.00 |
4.23% |
100.21 |
2.93% |
41.20 |
1.50% |
|
10 |
Profit/(Loss) for the Year (8-9) |
652.78 |
13.60% |
296.78 |
8.67% |
106.42 |
3.88% |
Revenue from operations:
Revenue from operations mainly consists of revenue from sale of services which constitutes of contractual income from railway projects.
Other Income:
Our other income among other primarily comprises of Interest Income from Bonds, Interest Income from FDRs, Profit on sale of Investments.
Expenses:
Companys expenses consist of cost of material consumed, Changes in Inventories of Finished Goods, WIP & Stock-in-trade, employee benefit expenses, finance cost, depreciation and amortization expenses and other expenses.
Employee benefits expense:
Our employee benefits expense primarily comprises of Salary, Wages and Bonus, Director Remuneration, Contribution to Provident Fund and Other Funds, Gratuity and staff welfare expenses.
Finance Costs:
Our finance cost includes Interest on borrowings from Bank, Interest on borrowings from others and other borrowing costs.
Depreciation and Amortization Expenses:
Depreciation includes depreciation on Plant & Machinery, Vehicles, Office equipment, furniture & fixtures, computers. Amortization expense includes amortization charged on computer software.
Other Expenses:
Our other expenses include labour charges, legal and professional expenses, penalty expenses, travelling expenses etc. Financial Year ending 2025 Compared to Financial Year ending 2024 (Based on Restated Financial Statements) Total Income:
Total income for the financial year 2024-25 stood at Rs. 4,799.83 lakhs whereas in Financial Year 2023-24 the same stood at Rs. 3,422.79 lakhs representing an increase of 40.23%. The main reason for the increase in total income is due to increase in revenue from operation, which has increased from Rs. 3,146.84 Lakhs in FY 2023-24 to Rs. 4,448.42 lakhs in FY 2024-25, representing an increase of 41.36% and increase in other income, which has increased form Rs. 275.95 lakhs in FY 2023-24 to Rs. 351.41 lakhs in FY 2024-25 representing an increase of 27.35%.
Revenue from Operations:
During the financial year 2024-25, the revenue from operation of our Company increased to Rs. 4,448.42 lakhs as against Rs. 3,146.84 lakhs in the Financial Year 2023-24 representing an increase of 41.36%. The main reason for the increase in revenue is due to increase in revenue from contractual income from railway projects.
Other Income:
During the financial year 2024-25, the other income of our company increased to Rs. 351.41 lakhs as against Rs. 275.95 lakhs in the Financial Year 2023-24 representing an increase of 27.35%. The increase in other income was majorly due to increase in profit on sale of investments and interest earned from investment in bonds and FDRs.
Total Expenses:
The total expense for the financial year 2024-25 increased to Rs. 3,944.05 lakhs from Rs. 3,025.79 lakhs in the Financial Year 2023-24 representing an increase of 30.35%. Such increase was due to increase in expenses of the company like increase in finance cost from Rs. 8.12 lakhs in financial year 2023-24 to Rs. 19.81 lakhs in fiscal 2024-25 representing an increase of 143.94%, increase in other expenses from Rs. 317.40 lakhs in financial year 2023-24 to Rs. 695.50 lakhs in financial year 2024- 25 representing an increase of 119.12% and increase in depreciation and amortization costs from Rs. 3.90 lakhs in FY 2023- 24 to Rs. 4.29 lakhs in FY 2024-25 reflecting an increase of 9.88% as compared with previous year.
Cost of material consumed:
Cost of material consumed experienced a decrease to Rs. 1,417.26 lakhs in F.Y 2024-25 from Rs. 2,412.22 lakhs in F.Y 2023- 24 representing a decrease of 41.25%. Such decrease is due to decrease in purchase of raw-material.
Changes in Inventories of Finished Goods, WIP & Stock-in-trade:
Changes in inventories of finished goods, WIP & stock-in-trade experienced a change from Rs. (808.24) lakhs in FY 2023-24 to Rs. 699.95 lakhs in FY 2024-25 reflecting a negative change of 186.60%. This was majorly due to decrease in closing inventory from Rs. 912.46 lakhs in financial year 2023-24 to Rs. 212.52 lakhs in financial year 2024-25
Employee benefits expense:
Our company has incurred Rs. 1,107.24 lakhs as employee benefits expense during the financial year 2024-25 as compared to Rs. 1,092.39 lakhs in the financial year 2023-24. The increase of 1.36% was due to increase in salary, wages and bonus, gratuity and staff welfare expenses.
Finance costs:
The finance cost increased to Rs. 19.81 lakhs in financial year 2024-25 from Rs. 8.12 lakhs in financial year 2023-24. The increase of 143.94% was due to increase in the interest expense on borrowings from banks and others.
Depreciation and Amortization Expenses:
Depreciation and amortization expenses for the financial year 2024-25 stood at Rs. 4.29 lakhs as against Rs. 3.90 lakhs during the financial year 2023-24. The increase in depreciation was around 9.88% in comparison to the previous year.
Other Expenses:
Our company has incurred Rs. 695.50 lakhs during the Financial Year 2024-25 on other expenses as against Rs. 317.40 lakhs during the financial year 2023-24. There was an increase of 119.12% mainly due to increase in expenses like labour charges, penalty expenses - railway, travelling expenses etc.
Restated profit before tax:
Net profit before tax for the financial year 2024-25 increased to Rs. 855.79 lakhs as compared to Rs. 397.00 lakhs in the financial year 2023-24, which was majorly due to factors as mentioned above.
Restated profit for the year:
The Company reported Restated profit after tax for the financial year 2024-25 of Rs. 652.78 lakhs in comparison to Rs. 296.78 lakhs in the financial year 2023-24. The increase of 119.95% is due to increase in revenue from operations of the company and other factors as stated above.
Financial Year ending 2024 Compared to Financial Year ending 2023 (Based on Restated Financial Statements) Total Income:
Total income for the financial year 2023-24 stood at Rs. 3,422.79 Lakhs whereas in Financial Year 2022-23 the same stood at Rs. 2,739.34 lakhs representing an increase of 24.95%. The main reason for the increase in total income is due to increase in revenue from operations, which has increased from Rs. 2,660.11 Lakhs in FY 2022-23 to Rs. 3,146.84 lakhs in FY 2023-24, representing an increase of 18.30% and increase in other income, which has increased from Rs. 79.22 lakhs in FY 2022-23 to Rs. 275.95 lakhs in FY 2023-24 representing an increase of 248.32% as compared to previous year.
Revenue from Operations:
During the financial year 2023-24, the net revenue from operation of our company increased to Rs. 3,146.84 lakhs as against Rs. 2,660.11 lakhs in the Financial Year 2022-23 representing an increase of 18.30%. The main reason for increase in total revenue was due to increase in contractual income from railway projects.
Total Expenses:
The total expense for the financial year 2023-24 increased to Rs. 3,025.79 lakhs from Rs. 2,591.72 lakhs in the Financial Year 2022-23 representing an increase of 16.75%. Such increase in expenses of the company was due to increase in cost of material consumed which went from Rs. 1,584.42 lakhs in FY 2022-23 to Rs. 2,412.22 lakhs in FY 2023-24 representing an increase by 52.25%, increase in finance cost from Rs. 1.64 lakhs in financial year 2022-23 to Rs. 8.12 lakhs in financial year 2023-24 representing an increase of 396.36%, increase in other expenses from Rs. 153.11 lakhs in financial year 2022-23 to Rs. 317.40 lakhs in financial year 2023-24 representing an increase of 107.30% as compared with previous year.
Cost of material consumed:
Cost of material consumed increased to Rs. 2,412.22 lakhs in F.Y 2023-24 from Rs. 1,584.42 lakhs in F.Y 2022-23 representing an increase of 52.25%. Such increase is due to increase in purchase of raw-material.
Changes in Inventories of Finished Goods, WIP & Stock-in-trade:
Changes in inventories of finished goods, WIP & stock-in-trade experienced a change from Rs. (69.00) lakhs in FY 2022-23 to Rs. (808.24) lakhs in FY 2023-24 reflecting an increase of 1,071.42%. This was majorly due to increase in closing inventory from Rs. 104.22 lakhs in financial year 2022-23 to Rs. 912.46 lakhs in financial year 2023-24.
Employee benefits expense:
Our Company has incurred Rs. 1,092.39 lakhs as employee benefits expense during the financial year 2023-24 as compared to Rs. 917.06 lakhs in the financial year 2022-23. The increase of 19.12% was mainly due to increase in salary, wages & bonus, contribution to provident fund and other funds.
Finance costs:
The finance cost increased to Rs. 8.12 lakhs in financial year 2023-24 from Rs. 1.64 lakhs in financial year 2022-23 representing an increase of 396.36% as compared to previous year.
Depreciation and Amortization Expenses:
Depreciation and amortization expenses for the financial year 2023-24 stood at Rs. 3.90 lakhs as against Rs. 4.48 lakhs during the financial year 2022-23. The decrease in depreciation was around 12.99% in comparison to the previous year which was due to decrease in depreciation being charged on vehicles.
Other Expenses:
Our Company has incurred Rs. 317.40 lakhs during the Financial Year 2023-24 on other expenses as against Rs. 153.11 lakhs during the financial year 2022-23. There was an increase of 107.30% mainly due to increase in expenses like labour charges, legal and professional expenses, printing and stationary among others.
Restated profit before tax:
Net profit before tax for the financial year 2023-24 increased to Rs. 397.00 lakhs as compared to Rs. 147.62 lakhs in the financial year 2022-23, which was majorly due to factors as mentioned above.
Restated profit for the year:
The Company reported Restated profit after tax for the financial year 2023-24 of Rs. 296.78 lakhs in comparison to Rs. 106.42 lakhs in the financial year 2022-23. The increase of 178.88% is due to increase in revenue from operations of the company and other factors as stated above.
Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations:
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
There has not been any unusual trend on account of our business activity. Except as disclosed in this Draft Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.
There are no significant economic changes that may materially affect or likely to affect income from continuing operations.
Apart from the risks as disclosed under Section "Risk Factors" beginning on page 32 of the Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.
Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 32, 116 and 215 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.
Our business activity primarily falls within a single business segment, as disclosed in "Financial Information of the Company" on page 166 of this Draft Red Herring Prospectus.
Except as disclosed in the Chapter "Our Business", our Company has not announced any new product or service.
Our business is not subject to seasonality. For further information, see "Industry Overview" and "Our Business" on pages 105 and 116 respectively.
Given the nature of our business operations, we depend on Ministry of Railway.
Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on pages 105 and 116 respectively of this Draft Red Herring Prospectus.
After the date of last Balance sheet i.e. March 31, 2025, the following material events have occurred after the last audited period–
i.e. One Hundred Ten (110) Equity shares for every Ten (1) Equity share held by each shareholder.
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