exicom tele systems ltd Management discussions

OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

You should read the following discussion in conjunction with our Restated Consolidated Financial Information included herein as of and for the Financial Years 2023, 2022 and 2021, including the related notes, schedules and annexures. Our Restated Consolidated Financial Information have been prepared in accordance with Ind AS and restated in accordance with the requirements of Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note. Ind AS differs in certain material respects from IFRS and US GAAP. See

"Risk Factors External Risk Factors Risks Related to India Significant differences exist between Ind AS and other accounting principles, such as Indian Generally Accepted Accounting Principles, U.S. Generally Accepted Accounting Principles and International Financial Reporting Standards, which may be material to investors assessments of our financial condition." on page 68.

Our Financial Year commences on April 1 and ends on March 31 of each year, and all references to a particular Financial Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our "Financial Information" beginning on page 266.

We have exclusively commissioned and paid for the services of independent third party research agency, CRISIL for the purposes of confirming our understanding of the industry in connection with the Offer, and have relied on the report titled "Industry Report on EV Chargers, Telecom Power, Telecom & Data Centre Energy Storage Systems" dated September 2023 (the "CRISIL Report"), for industry related data in this Draft Red Herring

Prospectus, including in the sections "Industry Overview", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 150, 192 and 348, respectively. We officially engaged CRISIL in connection with the preparation of the CRISIL Report pursuant to an engagement letter dated June 29, 2023. The CRISIL Report will be available on the website of our Company at https://www.exicom.in/investors.html from the date of this Draft Red Herring Prospectus till the Bid/Offer Closing Date, and has also been included in "Material Contracts and Documents for Inspection Material Documents" on page 457. The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer), that has been left out or changed in any manner. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year, refers to such information for the relevant financial year.

This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with respect to future events and financial performance. Actual results may differ from those anticipated in these forward-looking statements as a result of factors such as those set forth under "Forward-looking Statements" and "Risk Factors" on pages 18 and 28, respectively.

Overview

Incorporated in 1994, we are an India headquartered power management solutions provider, operating under two business verticals, (i) our electric vehicle supply equipment ("EV Charger(s)") solutions business, wherein we provide smart charging systems with innovative technology for residential, business, and public charging use in India ("EV Charger Business"); and (ii) our critical power solutions business, wherein we design, manufacture and service critical digital infrastructure technology to deliver overall energy management at telecommunications sites and enterprise environments in India and overseas ("Critical Power Business"). We were amongst the first entrants in the EV Chargers manufacturing segment in India and as of March 31, 2023, we are amongst the market leaders, with a market share of 60% and 25% in the residential and public charging segments, respectively (Source: CRISIL Report). Furthermore, in our Critical Power Business, we occupy a market share of 16% in the DC Power Systems market and are recognized as a leading player in the market for Li-ion Batteries for application in the telecommunications sector, having a market share of approximately 10% as of March 31, 2023 (Source: CRISIL Report).

We aim to be an impact business contributing to the sustainable energy transition by enabling electrification of transportation, and energy stability of digital communication infrastructure.

EV Charger Business

We leveraged our nearly three decades of domain experience and know-how in power conversion, energy management and de-carbonization solutions, along with tapping into our existing manufacturing and supply chain operations, to commence our EV Charger Business in 2019, which provides smart electric vehicle ("EV") charging products and solutions. We are guided by our overall objective of making EV chargers simple to use, future-proof and efficient over their life-cycle. Our EV Charger Business provides slow charging solutions, i.e., AC chargers primarily for residential use, as well as fast charging solutions, i.e., DC chargers for business and ‘public charging networks in cities and on highways to a diverse customer base, including established automotive OEMs (passenger cars as well as EV buses), charge point operators ("CPOs"), and fleet aggregators. Our EV charging products are compliant with global standards such as CE, as well as with Indian certification requirements such as the regulatory compliances set by Automotive Research Association of India ("ARAI"). As of March 31, 2023, we had deployed over 35,000 EV chargers across 400 locations in India (Source: CRISIL Report). We endeavour to differentiate our EV Chargers by focussing on form factor, performance, and ability to work in harsh environmental and electrical conditions, with an emphasis on achieving increased indigenization.

Driven by a global focus on energy transition and the decreasing manufacturing costs, the world of transportation is experiencing an accelerated shift towards electrification (Source: CRISIL Report). As per the CRISIL Report, the Indian EV industry is one of the fastest growing markets in the world with growth of over 130% from Financial Year ended March 31, 2022 (despite lack of FAME demand incentive, albeit on a lower base). EV penetration is expected to grow across vehicle segments, i.e., two-wheelers ("2W"), three- wheelers ("3W"), passenger vehicles

("PVs"), buses and commercial vehicles. The EV PV and bus market is estimated to grow by nine times between Financial Year ended March 31, 2023 and Financial Year ended March 31, 2028, at a CAGR of 50% to 60% with 8% to 10% EV penetration, while the electric bus market is estimated to achieve penetration of 14% to 16% by Financial Year ended March 31, 2028, which translates into growth at a CAGR of 55% to 60% (Source: CRISIL Report). To support this shift towards EVs, the EV charging network will need to ramp up its capacity, presenting a significant, industry-wide market opportunity for EV charging products with a projected total addressable market ("TAM") of 86.00 billion by Financial Year ended March 31, 2028 in India (Source: CRISIL Report). Globally, according to CRISIL, EV charging market for public chargers is projected to grow from an estimated 2.61 million units in 2022 to 16.39 million units by 2027, at a CAGR of 44.40%. As per the CRISIL Report, there is a growing focus on expanding the charging infrastructure network across India as public charging stations are being installed in cities, highways, and commercial areas, and adoption fast charging technologies, such as DC fast charging, is increasing. By designing and manufacturing EV Chargers for residential, business, and public use, we aim to provide products to lay the infrastructure required to meet the demands of growing EV ownership in India.

Critical Power Business

Our Critical Power Business delivers overall energy management at telecommunications sites and enterprise environments. Under this business vertical, we offer a diversified portfolio of DC power conversion systems ("DC Power Systems") and Li-ion based energy storage solutions to deliver back-up power during grid interruptions

("Li-ion Batteries" or "ESS") and have deployments in India, South East Asia and Africa. Our DC Power Systems are typically customized to customers specifications for use cases at telecommunications sites, including at large central offices, renewable hybrid sites, base station sites (independent or shared) and small cell/Wi-Fi sites. As on the date of this Draft Red Herring Prospectus, we have achieved deployment of our DC Power Systems across 15 countries in South East Asia and Africa. Our Li-ion Batteries provide back-up power in case of power grid interruptions or intermittent renewable energy supply, and are based on modular and parallelable platforms supported by our proprietary battery management system ("BMS") and can be combined to make battery systems to meet the requirements of the end-application. As of March 31, 2023, our Company has deployed 450,000 Li-ion Batteries for application in the telecommunications sector, equivalent to a storage capacity of over 2.00 GWH. As per the CRISIL Report, the increasing demand for mobile data and voice services, the growing adoption of 4G and 5G networks, telecommunications power upgrade projects, expansion of telecommunications network in bad-grid and off-grid locations, and overall need for reliable and uninterrupted power supply for telecommunications towers are the key factors driving the growth of telecommunications power industry.

The telecommunications power systems market in India is expected to grow from approximately 15 billion in Financial Year ended March 31, 2023 to 22 billion in Financial Year ended March 31, 2028 at a CAGR of 8.50% (Source: CRISIL Report). The ESS market for telecommunications is expected to grow from 19.50 billion in Financial Year ended March 31, 2023 to 36.10 billion in Financial Year ended March 31, 2028 at CAGR of 13.10%, with an aggregate market potential of approximately 150 billion over the next five Financial Years (Source: CRISIL Report). Furthermore, according to CRISIL, the proliferation of data centres has heightened the demand for accompanying infrastructure, including energy solutions such as Li-on Batteries.The market size for Li-ion based battery ESS for data centres is estimated at approximately 3.20 billion for Financial Year ended March 31, 2023 and is projected to grow to 47 billion by Financial Year ended March 31, 2028, with an aggregate market potential of approximately 120 billion over the next five Financial Years, as per Customized Energy Solutions (Source: CRISIL Report). Whether this growing quantity of data is exchanged through telecommunications networks or managed through data centres centrally in cloud locations, distributed at the "edge" of the network or processed in an enterprise location, we endeavour that the underpinnings and operations of such locations rely on our Critical Power Business products.

We have strategically expanded our presence and operations to overseas markets by establishing three Subsidiaries (including direct and indirect), Exicom Tele-Systems (Singapore) Pte. Ltd. in Singapore, Horizon Power Solutions DMCCin U.A.E.,and Horizon Tele-System SDN BHD in Malaysia and are in the process of incorporating a subsidiary in the Netherlands.

Our operations are vertically integrated with end-to-end product development capabilities from concept to design to engineering to prototype testing, along with two dedicated R&D centres, with our extensive product portfolio manufactured in-house at our three manufacturing facilities in India at Solan, Himachal Pradesh and at Gurugram, Haryana, which have an annual capacity of 12,000 DC Power Systems; 44,400 AC chargers and DC fast chargers, and a total built-up area of 134,351.95 sq. ft. We rely on our in-house R&D capability to manufacture certain key components in-house, relationships with our vendors and suppliers of key components and our vertically integrated operations and utilization of common manufacturing and supply chain to exercise a degree of control over our manufacturing costs, including raw material and process costs, which contributes to our pricing ability. Our business is supported by an employee base of 1,124 in India (of which 421 are engaged on contractual basis and not on our rolls) as of August 31, 2023, which includes 705 technically qualified employees (431 diploma holders and 274 engineers). Additionally, we have 43 employees at our Subsidiaries (overseas).

Being an innovation-focused company, we have a dedicated R&D team of 144 employees, as of August 31, 2023, housed at our two R&D centres located in Gurugram and Bengaluru. Our R&D team focusses on power electronics design, firmware, system engineering, EV Charger development and battery pack/BMS development. We attribute our market position in our EV Charger Business to our ability to work backwards from desired customer use-case and experience and develop products with the required technical specifications accordingly, for AC chargers, DC chargers, software solutions. In our Critical Power Business, we focus on products with high efficiency, connectivity, reliability and flexibility which aim to help our customers to power digital communication infrastructure at reduced energy cost. Such solutions include advance chemistry based Li-ion Batteries, DC Power Systems to do complete power management at a telecomunnication site and hybrid renewable systems which make use of solar power to reduce energy expenses. With a focus on innovative and evolving markets, we seek to continuously innovate and upgrade our product and service offerings. As many of our products are proprietary in nature, we continually work on developing innovative, lean and cost competitive designs to maintain a technological edge across our product range. During the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021, we incurred expenditure towards R&D (comprising R&D expenses and capitalized product development expenses) of 151.61 million, 152.06 million and 146.32 million, constituting 2.14%, 1.80% and 2.85% of our total revenue from operations, respectively for such periods. See "- Manufacturing Facilities" and "- Research and Development" on pages 211 and 216, respectively.

We have been recognized by industry bodies and external analysts over the years for our product quality and commitment to sustainable energy. The India Energy Storage Alliance recognized us as the ‘EV Infrastructure Company of the Year in 2022 and 2020. We were also awarded the ‘Manufacturing Excellence (EV Infrastructure) award at the 3^rd ASSOCHAM Auto Forum and Awards in 2019. Both our manufacturing facilities are certified as compliant with ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018. See "History and Certain Corporate Matters - Key Awards, Accreditations and Recognitions" on page 238.

Our Company is guided by our individual Promoter, Anant Nahata, who has also been our Managing Director and CEO, since 2009. He holds a bachelors degree in economics from the University of Pennsylvania. He was previously associated with Credit Suisse Investment Banking division and is credited for being a co-founder of

Koovs Marketing Consulting Private Limited. He has over 14 years of relevant experience in the power electronics industry, including in particular, the Critical Power Business and EV Charger Business. He is supported by a robust management team under the guidance of our Board of Directors, which consists of individuals from various professional backgrounds. A number of our Directors, including Himanshu Baid, Leena Pribhdas Gidwani, Subhash Rustgi and Vivekanand Kumar, bring their experience in bring their experience in electrical engineering, finance, electronics, manufacturing and operations to our management and provide us with guidance, strong governance and outside-in perspective. See "Our Management" beginning on page 243.

We attribute our growth in revenue and profitability in part to our diversified product portfolio, continuing innovation and the establishment and growth of our EV Charger Business and Li-ion Batteries business. We have been able to grow our revenue from operations of 5,129.05 million in the Financial Year ended March 31, 2021 to 7,079.30 million in the Financial Year ended March 31, 2023, representing a CAGR of 17.48%.

Significant Factors Affecting our Results of Operations

Demand for our EV Charger products

Driven by a global focus on energy transition and the decreasing manufacturing costs, the world of transportation is experiencing an accelerated shift towards electrification (Source: CRISIL Report). To support this shift towards EVs, the EV charging network will need to ramp up its capacity, presenting a significant, industry-wide market opportunity for EV charging products with a projected total addressable market ("TAM") of 86.00 billion by Financial Year ended March 31, 2028 in India (Source: CRISIL Report). Globally, according to CRISIL, EV charging market for public chargers is projected to grow from an estimated 2.61 million units in 2022 to 16.39 million units by 2027, at a CAGR of 44.40%. As per the CRISIL Report, there is a growing focus on expanding the charging infrastructure network across India as public charging stations are being installed in cities, highways, and commercial areas, and adoption fast charging technologies, such as DC fast charging, is increasing.

We commenced our EV Charger business in 2019, and have supplied to over 70 customers till date including 15 automotive OEMs, 32 national and regional CPOs and 4 fleet aggregators. By designing and manufacturing EV chargers for residential, business, and public use, we aim to provide products to lay the infrastructure required to meet the demands of growing EV ownership in India. We have experienced growth in the sale of our EV chargers across categories in recent years, with 33,954 EV chargers, 5,105 EV chargers and 1,935 EV chargers being sold during the Financial Years ended March 31, 2023 and March 31, 2022 representing year on year growth of 566.11% and163.82%, respectively for such periods. We are a market leader in the EV Charger industry in India, with a market share of approximately 60% and 25% in the residential and public charging segments, respectively, as of March 31, 2023 (Source: CRISIL Report). As of March 31, 2023, Exicom has deployed 35,000 EV chargers across 400 locations in India, by way of sale to OEMs, EV owners (primarily through such OEMs), CPOs for public charging stations and fleet aggregators for captive charging stations.

Our early mover-and-learner advantage, paired with our vertically integrated operations, R&D capabilities and diversified portfolio of EV charging products, positions us to benefit from growth in the EV charging industry in India and globally. However, our potential profitability and growth is dependent upon the continued adoption of EVs by businesses, end-users and fleet operators, continued support from regulatory programs and in each case, the use of our EV Charger solutions, any of which may not occur at the levels we currently anticipate or at all. The EV industry in India is at a nascent stage and characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, and governmental initiatives related to climate change and the environment generally. (Source: CRISIL Report). Although as per the CRISIL Report, the Indian EV industry is one of the fastest growing markets in the world, with growth of over ~130% from Financial Year 2022 (despite lack of FAME demand incentive, albeit on a lower base) (Source: CRISIL Report), there is no guarantee of continuing future demand. Residential, commercial and public charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, there can be no assurance that our past performance will continue at a comparable scale in the future and our business, prospects, financial condition and operating results would be harmed.

Availability and price of key inputs and components

For our power systems and EV chargers our primary raw materials and key inputs include a variety of electronic components including active semi-conductors like mosfets, Integrated Circuits ("ICs"), diodes and passive components like resistance and capacitors, printed circuit boards ("PCB"). We also buy variety of electrical and mechanical components including cable assemblies, switchgear components, plastic enclosures, metal mechanical parts and bus bars. We also procure Li-ion battery packs and cells from overseas suppliers. We source these raw materials and key inputs predominantly from suppliers in China, Singapore, Hong Kong and South Korea, among others and certain domestic suppliers in India.

We have long standing relationships with certain of our suppliers although we do not have long-term or continuing contractual arrangements with such suppliers. We primarily procure our key raw materials and inputs by way of purchase orders on an ongoing basis, and accordingly do not typically have fixed prices under our supply arrangements on a continuing basis and may therefore require to pay prevailing market prices for such raw materials and inputs. While we have entered into continuing agreements with certain of our key suppliers, pursuant to which we provide the suppliers with specifications for the products, there is no fixed commitment of quantity or price under such contractual arrangements, which are only stipulated by way of purchase orders issued under such contractual arrangements from time to time. Further, the term of our ongoing agreements entered into with suppliers ranges from one year to seven years, with automatic renewal clauses for extension of the agreements, unless terminated by either party. Further, certain of our agreements with our suppliers stipulate prices and quantities for a certain period in advance based on our forecasts, with prices being subject to revision in accordance with prevailing market conditions. We may not be able to negotiate fixed and favorable pricing under our supply agreements in anticipation of price volatility due to reasons beyond our control. Component/raw material supply and pricing can be volatile due to a number of factors beyond our control, including global demand and supply, general economic and political conditions, transportation and labour costs, labour unrest, natural disasters, competition, import duties, fuel prices and availability, power tariffs and currency exchange rates, and there are uncertainties inherent in estimating such variables, regardless of the methodologies and assumptions that we may use. While procuring our raw materials, we factor in existing as well as forecasted demand for our products. However, most of these forecasts are only accurate to a certain degree and hence we carry the risk that our anticipated demand may not be met, which may impact our contributions either way. The table below sets forth details on our cost of material consumed, including as a percentage of our total expenses and revenue from operations, during the Financial Years stated:

Particular					Financial Year
s	Amount ( million)	2023 % of total expense s	% of total revenue from operation s	Amoun t ( million)	2022 % of total expense s	% of total revenue from operation s	Amount ( million)	2021 % of total expens e	% of total revenue from operation s
Cost of	5,178.32	74.94	73.14	6,518.7	80.56	77.35	3,877.07	75.79	75.59
material				3
for
continuing
operations*

* Cost of material for continuing operations includes cost of material consumed, purchase of stock-in trade and change in inventory.

Interruption of, or a shortage in the supply of, raw materials required to manufacture our products, may also result in our inability to operate our manufacturing facility at optimal capacities, leading to a decline in production and sales.

See also "Risk Factors Internal Risk Factors We depend on third parties for the uninterrupted supply of components and raw material and delivery of our products. A volatility in the price or disruption in the supply of raw materials or failure of our suppliers to meet their obligations could impact our production and increase our costs." on page 34.

In-house assembly of Li-ion ESS

Our business and financial performance have historically been, and may continue to be, dependent on the sale of our Li-ion Batteries to deliver back-up power during grid interruptions or intermittent renewable energy supply at telecommunication sites and data centres. The ESS market for telecommunication is expected to grow from 19.50 billion in Financial Year ended March 31, 2023 to 36.10 billion in Financial Year ended March 31, 2028 at CAGR of 13.10%, with an aggregate market potential of approximately 150 billion over the next five Financial Years (Source: CRISIL Report). Furthermore, according to CRISIL, the proliferation of data centres has

heightened the demand for accompanying infrastructure, including energy solutions such as Li-on Batteries.The market size for Li-ion based battery ESS for data centres is estimated at approximately 3.20 billion for Financial Year ended March 31, 2023 and is projected to grow to 47 billion by Financial Year ended March 31, 2028, with an aggregate market potential of approximately 120 billion over the next five Financial Years, as per India Energy Storage Alliance (Source: CRISIL Report). Historically, while we typically enter into purchase orders with our customers that set out the quantity of Li-ion Batteries to be provided, the actual deployment (and consequently our revenues from the sale) of Li-ion Batteries has varied based on the quantity of Li-ion batteries required by our customers to be deployed in a given Financial Year based on their procurement and deployment schedules.

We have historically imported our Li-ion Batteries (as finished goods) from a limited number of suppliers, as goods for re-trade. Our agreements with our suppliers stipulate prices and quantities for a certain period in advance based on our forecasts, with prices being subject to revision in accordance with prevailing market conditions. To meet present and estimated future demand of Li-ion batteries and to reduce our dependence on imports, we have recently, in Financial Year 2024, commenced the manufacturing of Li-ion Batteries at our Gurugram Facility II. However, we have not, as on the date of this Draft Red Herring Prospectus, commenced commercial sales thereof. We cannot assure you that our in-house Li-ion Batteries will find commercial acceptability or that we will not face quality control issues in relation to them, or that our investment may otherwise fail to provide returns. Sale of our Li-ion Batteries may also decline as a result of, amongst others, change in our existing customers preferences, loss of our market share, increase in competition, macro-economic conditions in relation to the adoption of Li-ion Batteries by the industry players, innovation in technology thereby rendering Li-ion Batteries obsolete or less attractive, and pricing pressures. Any or all of these factors may have an adverse effect on our business prospects and sales of our product could decline substantially. Our future performance will depend on the market acceptance of Li-ion Batteries for various applications, in particular for backup power at telecommunication sites, data centres and home usage.

Customer concentration, terms of supply arrangements and pricing of our products

Our five most significant critical power customers (based on aggregate revenues derived from such customers during the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021) together contributed 3,612.01 million, 6,891.58 million and 3,723.85 million during the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021, respectively, which constituted 51.02%, 81.77% and 72.60% of our revenue from operations, respectively, during such periods. As of the date of this Draft Red Herring Prospectus, we had been associated with each of such five most significant critical power customers (including our single most significant critical power customer) for over five years. Since we commenced our EV Charger Business in 2019, we have supplied to more than 70 customers as on the date of this Draft Red Herring Prospectus, of which 28 customers were repeat customers in Financial Year 2023 (i.e., customers from whom we generated sales during Financial Years 2021 or 2022). Considering the critical nature of the use cases of our products, our customer standards, requirements and required service levels are stringent, and consequently, we rely on the quality, durability, reliability of our products and service strategy to support high uptimes to maintain our customer relationships.

We primarily follow a business-to-business model which is typically based on standalone purchase orders which contain the commercial terms of supply for the program including price, delivery location, warranty related terms and liquidated damages for non-performance on the account of delay or quality issues, although in certain instances, we have entered into continuing arrangements which ranges from one to three years, supplemented by purchase orders or with our customers. Certain continuing arrangements contain auto-renewal clauses for a period of one year. The standalone purchase orders or continuing arrangements are typically subject to conditions such as ensuring that all products delivered to the customer have been inspected and will be safe for use, that orders will be fulfilled according to predetermined delivery schedules and that all products will be built to customer specifications and. Under some these standalone purchase orders or continuing arrangements, we provide specific performance bank guarantees to our customers. Our pricing terms, payment cycles and permitted adjustments are generally set out in advance in our continuing arrangements or standalone purchase orders and we may not be able to renegotiate/reset prices set out, in the event of significant unanticipated changes in, for instance, raw material prices or currency exchange rate fluctuation. Due to committed delivery schedules at a pre-agreed price, we may not be able to adequately adjust our inventory and raw material costs in the event of an unanticipated change or cancellation in orders from our customers and we may, therefore, in certain events, incur additional costs that we are unable to pass through to our customers or be required to write off certain expenses.

We have historically been dependent, and expect to depend, on such customers, for a substantial portion of our revenue and the loss of any them for any reason (including due to loss of, or failure to renew existing arrangements; limitation to meet any change in quality specification, change in technology; disputes with a customer; adverse changes in the financial condition of our customers, such as possible bankruptcy or liquidation or other financial hardship) could have a material adverse effect on our business, results of operations and financial condition.

See "Risk Factors Internal Risk Factors We are dependent on our five most significant critical power customers, who contributed over 50% of our revenue from operations in each of the last three Financial Years. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations and financial condition." on page 29.

R&D and product development

We attribute our market position in our EV Charger Business to our ability to work backwards from desired customer use-case and experience and develop products with the required technical specifications accordingly. Being an innovation-focused company, we have invested significantly in R&D over the years, with the objective of developing innovative solutions, and implementing incremental improvements to existing products and customization to the specifications of our customers, with the overall objective of improving product performance and differentiating from our competition. Overall, during the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021, we developed and commercialized 16 products. The table below sets forth details of the R&D expenses (comprising R&D expenses and capitalized product development expenses) incurred during the Financial Years as set out below:

Particulars			Financial Year
	2023		2022			2021
	Amount ( million)	% of total revenue from operations	Amount million)	( % of total revenue from operations		Amount million)	( % of total revenue from operations
R&D expenses	151.61	2.14	152.06		1.80	146.32	2.85

We are required to continually develop and introduce a variety of new capabilities and enhancements to our existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which we offer our products. However, the development of EV Charger solutions and critical power solutions is a costly, complex and time-consuming process, and investments in product development often involve a long wait until a return, if any, can be achieved on such investment. Our ongoing investments in product development and R&D for new products may also result in higher costs without a proportionate increase in revenues. Delays in any part of the process, our inability to obtain necessary regulatory approvals for our products or failure of a product to be successful at any stage of its development will result in our inability to timely offer products that satisfy the market, which might allow competing products to emerge during the development and certification process and could adversely affect our business. Similarly, while we endeavour to innovate enterprise-specific solutions, we cannot assure you that they will find commercial acceptability in a timely manner, or at all. Further, if we are unable to bring enough products or enhancements to market, or if products are brought to market after competing products are commercialized, our growth strategy may not be successful, and our business would be adversely affected.

See "Risk Factors Internal Risk Factors Our operations are dependent on our continued research and development initiatives, and our inability to identify and understand, or keep up with evolving industry trends, technological advancements, customer preferences and develop new products to meet our customers demands may adversely affect our business." on page 31.

Expansion strategy and product portfolio expansion

We intend to expand our customer base to overseas market in the EV Charger solutions business capitalizing on the growing EV adoption in the Southeast Asia and Europe (Source: CRISIL Report) and for that we have commenced setting up sales and distribution network. We have received global and local country required certifications (which we have received for Thailand, and Malaysia) to enable us to sell EV charging products in South East Asia. We have existing arrangements with system integrators and distributors to sell our EV home and business charging product lines in South East Asia. Foraying into the international markets would be subject to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally. Further, entry into new international markets requires considerable time of the management of our Company, startup expenses, expenditure on capital improvements and modification of our existing operations before any significant revenue is generated. Therefore, we may not be able to expand our export business, which could have a material adverse effect on our business, financial condition and results of operations. Many of these factors are beyond our control and there is no assurance that we will succeed in implementing our strategy.

Our continued growth requires us to manage complexities such as those relating to diversifying our product portfolio, expansion of our global footprint, as well as digitization of our internal processes. This may require significant time and attention from our management, and may place strains on our operational systems and controls. However, the development of EV Charger solutions and critical power solutions is a costly, complex and time-consuming process, and investments in product development often involve a long wait until a return, if any, can be achieved on such investment. Our ongoing investments in product development and R&D for new products may also result in higher costs without a proportionate increase in revenues. See "Our Business Research and Development - Planned Products" on page 216.

Leveraging our experience and know-how, we aim to utilise a portion of the Net Proceeds from the Offer towards part-financing the cost of setting up a critical power and EV Charger production/assembly lines at our planned manufacturing facility, proposed to be situated on the industrial land allotted to us admeasuring 74,475.40 sq. mts., at S105-112, EHMC Non-Sez Area, Raviryala Village, Maheshwaram Mandal, Ranga Reddy, Telangana by the TSIIC, pursuant to the final allotment letter dated January 17, 2022 issued to us by TSIIC, and agreement for sale of plot dated March 25, 2023 entered into between our Company and TSIIC. The Planned Telangana Facility, upon commencing operation would provide us increased capacity for the production of EV chargers and enable us to capitalize on growth in demand for EV chargers corresponding to growth in demand for EVs in India. Our expansion plans and business growth require significant capital expenditure and the dedicated attention of our management. Our efforts to enhance our production capabilities are subject to significant risks and uncertainties, including: (i) delays and cost overruns resulting from increases in the prices and availability of raw materials and components, shortages of skilled workforce and transportation constraints; (ii) lower production efficiency and yield before achieving our expected economies of scale; (iii) our inability to obtain the required permits, licenses and approvals from relevant government authorities such as approval for the factory plan, consent to establish etc.; (iv) the unavailability or delay in arrival of the required technology or equipment or raw materials from third parties or our internal R&D resources; and (v) interruptions caused by natural disasters or other unforeseen events.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This note provides a list of the significant accounting policies adopted in the preparation of these restated consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

Non-Current Assets Held for Sale

Non-current assets are classified as assets-held-for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. The sale is considered highly probable only when the asset is available for immediate sale in its present condition, it is unlikely that the sale will be withdrawn and sale is expected within one year from the date of the classification. Assets classified as held for sale are stated at the lower of carrying amount and fair value less costs to sell.

Assets classified as held for sale are presented separately in the balance sheet.

Loss is recognised for any initial or subsequent write -down of the asset to fair value less costs to sell.A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative loss previously recognised.

Property Plant and Equipment (‘PPE)

An item is recognised as an asset, if and only if, it is probable that the future economic benefits associated with the item will flow to the Group and its cost can be measured reliably. PPE are stated at actual cost less accumulated depreciation and impairment loss, if any. Actual cost is inclusive of freight, installation cost, duties, taxes and other incidental expenses for bringing the asset to its working conditions for its intended use (net of tax credit, if any) and any cost directly attributable to bring the asset into the location and condition necessary for it to be capable of operating in the manner intended by the Management. It includes professional fees and borrowing costs for qualifying assets.

Property, Plant and Equipment and intangible assets are not depreciated or amortized once classified as held for sale.

Significant Parts of an item of PPE (including major inspections) having different useful lives & material value or other factors are accounted for as separate components. All other repairs and maintenance costs are recognized in the statement of profit and loss as incurred.

Depreciation of these PPE commences when the assets are ready for their intended use. The estimated useful lives and residual values are reviewed on an annual basis and if necessary, changes in estimates are accounted for prospectively. Depreciation on subsequent expenditure on PPE arising on account of capital improvement or other factors is provided for prospectively over the remaining useful life.

Depreciation is provided pro-rata to the period of use on the straight line method based on the estimated useful life of the assets. The residual values are not more than 5% of the original cost of the assets. The useful life of property, plant and equipment are as follows: -

Asset Class	Useful Life
Building - Improvement on lease	Over the lease term
Building - Factory on lease	30 years
Lease hold Land	Over the remaining lease term
Computer servers	6 years
Computer others	3 5 Years
Furniture & Fixtures	5 10 Years
Mould & Dies	15 Years
Electric Installation	10 Years
Renovation	5 Years
Equipment - R&D	5 15 Years
Plant & Equipment	5 15 Years
Office Equipment	5 Years
Vehicles	8 Years
Fixed Assets costing less than Rs 5,000	Fully depreciated when they are ready for use.

Note: a) Depreciation on the amount capitalized on up-gradation of the existing assets is provided over the balance life of the original asset. b) An item of PPE is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss.

Intangible Assets

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably.\Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalized as a part of the cost of the intangible assets.

Recognition of intangible assets

a. Computer software

Purchase of computer software used for the purpose of operations is capitalized. However, any expenses on software support, maintenance, upgrade etc. payable periodically is charged to the Statement of Profit & Loss.

b. Revenue expenditure of specialized R&D Division

Research and development expenditure on new products:

(i) Expenditure on research is expensed under respective heads of account in the period in which it is incurred. (ii) Development expenditure on new products is capitalised as intangible asset, if all of the following can be demonstrated:

the technical feasibility of completing the intangible asset so that it will be available for use or sale; the Group has intention to complete the intangible asset and use or sell it; the Group has ability to use or sell the intangible asset;

the manner in which the probable future economic benefits will be generated including the existence of a market for output of the intangible asset or intangible asset itself or if it is to be used internally, the usefulness of intangible assets; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and the Group has ability to reliably measure the expenditure attributable to the intangible asset during its development.

Development expenditure that does not meet the above criteria is expensed in the period in which it is incurred.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use.

It is amortized over the period of expected future benefit. Amortization expense is recognized in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

During the period of development, the asset is tested for impairment annually

Amortisation periods and methods: Intangible assets are amortised on straight line basis over a period ranging between 2-5 years which equates its economic useful life. Goodwill on consolidation is amortised on a straight-line basis over the ten years.

De-recognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in the Statement of Profit and Loss when the asset is derecognized.

Intangible assets under development

All costs incurred in development, are initially capitalized as Intangible assets under development - till the time these are either transferred to Intangible Assets on completion or expensed as Software Development cost (including allocated depreciation) as and when determined of no further use.

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. The financial instruments are recognised in the balance sheet when the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial instruments at initial recognition.

Financial Assets

Initial recognition and measurement

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. Purchases or sales of financial assets that require delivery of assets within a time frame are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories based on business model of the entity:

Debt instruments at amortized cost.

Debt instruments at fair value through other comprehensive income (FVTOCI).

Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL).

Equity instruments measured at fair value through other comprehensive income (FVTOCI).

Debt instruments at amortized cost

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

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.

Debt instrument at FVTOCI

A ‘debt instrument is classified as at the FVTOCI if both of the following criteria are met:

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

b) The assets contractual cash flows represent SPPI

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Group recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Debt instrument at FVTPL

Any debt instrument, that does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch). The Group has not designated any debt instrument as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

Equity investments (Other than investment in subsidiary)

All other equity investments are measured at fair value. For Equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. This amount is not recycled from OCI to P&L, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

Financial assets are measured at fair value through profit or loss unless they are measured at amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in Statement of Profit and Loss.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Investments in Mutual Funds

Investments in mutual funds are measured at fair value through profit or loss (FVTPL)

Cash and cash equivalents

The Group considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

De-recognition

A financial asset is de-recognized only when

The Group has transferred the rights to receive cash flows from the financial asset or

retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the Group has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is de-recognized.

Where the Group has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is de-recognised if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

Impairment of financial assets

The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix considers historical credit loss experience and is adjusted for forward looking information. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L).

Financial liabilities

Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Initial recognition and measurement

Financial liabilities are recognised when the group becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value through profit and loss.

Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the statement of profit and loss.

Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial period which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortised cost using the effective interest method.

Loans and Borrowings

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

Financial Guarantee Contracts

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 amortisation.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

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.

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 considered. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss.

A previously recognized impairment loss (except for goodwill) 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 recognized. The reversal is limited to the carrying amount of the asset.

Inventories

a) Basis of valuation:

1. Inventories including work-in-progress, other than scrap materials are valued at lower of cost and net realizable value after providing cost of Obsolescence, if any. The cost is determined using weighted average cost method (except in Singapore subsidiary where FIFO basis is followed).

2. Inventory of scrap materials have been valued at net realizable value. b) Method of valuation:

1. Cost of raw materials comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition.

2. Cost of finished goods and work-in-progress includes direct fixed and variable production overheads and indirect taxes as applicable. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

3. Cost of traded goods comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition.

4. 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.

Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying asset are capitalized as part of cost of such asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds.

Investments

The Group records the investments in subsidiaries, associates and joint ventures at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. When the Group issues financial guarantees on behalf of subsidiaries, initially it measures the financial guarantees at their fair values and subsequently measures at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization.

The Group records the initial fair value of financial guarantee as deemed investment with a corresponding liability recorded as deferred revenue. Such deemed investment is added to the carrying amount of investment in subsidiaries. Deferred revenue is recognized in the Statement of Profit and Loss over the remaining period of financial guarantee issued.

The Group reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss.

Foreign Currency Transactions

The functional currency of the holding company is Indian Rupees which represents the currency of the economic environment in which it operates.

Transactions in currencies other than the Holding Companys functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. Monetary items denominated in foreign currency at the year end and not covered under forward exchange contracts are translated at the functional currency spot rate of exchange at the reporting date.

Any income or expense on account of exchange difference between the date of transaction and on settlement or on translation is recognized in the profit and loss account as income or expense.

For the purposes of presenting these restated consolidated financial statements, the assets and liabilities of the

Groups foreign operations are translated into Rs. using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to noncontrolling interests as appropriate).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation difference on such assets and liabilities carried at fair value are reported as part of fair value gain or loss.

In case of forward exchange contracts, the premium or discount arising at the inception of such contracts is amortized as income or expense over the life of the contract. Further exchange difference on such contracts i.e. difference between the exchange rate at the reporting /settlement date and the exchange rate on the date of inception of contract/the last reporting date, is recognized as income/expense for the period.

Effective April 1, 2018 the Holding Company has adopted Appendix B to Ind AS 21-Foreign Currency Transactions and Advance Consideration which clarifies the date of transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income when an entity has received or paid advance consideration in a foreign currency.

Taxation

The income tax expense or credit for the period is the tax payable on the current periods taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statement. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred Tax includes MAT tax Credit. The Holding Company recognizes tax credit in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Holding Company will pay normal income tax during the specified period, i.e. the period for which tax credit is allowed to be carried forward. The Holding Company reviews the such tax credit asset at each reporting date to assess its recoverability.

Revenue Recognition

The Group recognizes revenue in accordance with Ind- AS 115. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that the Group expects to receive in exchange for those products or services.

Revenues in excess of invoicing are classified as contract assets (which may also refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which may also refer to as unearned revenues).

The Group presents revenues net of indirect taxes in its Statement of Profit and loss.

The specific recognition criteria from various stream of revenue is described below:

Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods (i.e. when performance obligation is satisfied) at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of returns and allowances, trade discounts and volume rebates offered by the Group as part of the contract.

Revenue from Services is recognized when respective service is rendered and accepted by the customer.

Capacity swaps

The exchange of network capacity is recognised at fair value unless the transaction lacks commercial substance or the fair value of neither the capacity received nor the capacity given is reliably measurable.

Interest income

For all debt instruments measured either at amortized cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR).

Rental income

Rental income arising from operating leases or on investment properties is accounted for on a straight-line basis over the lease terms and is included in other non-operating income in the statement of profit and loss.

Insurance Claims

Insurance claims are accounted for as and when admitted by the concerned authority.

Dividend Income

Dividend income on investments is recognised when the right to receive dividend is established.

Other Income

Other Income is accounted for on accrual basis except, where the receipt of income is uncertain.

Employee Benefits

Short Term Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Long-Term employee benefits

Compensated expenses which are not expected to occur within twelve months after the end of period in which the employee renders the related services are recognized as a liability at the present value of the defined benefit obligation at the balance sheet date.

Post-employment obligations

Defined contribution plans

Provident Fund and employees state insurance schemes All employees of the Indian entities are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees basic salary.

These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Indian entities are covered under the employees state insurance schemes, which are also defined contribution schemes recognized and administered by the Government of India. The Indian entities contributions to both these schemes are expensed in the Statement of Profit and Loss. The Indian entities has no further obligations under these plans beyond its monthly contributions.

Defined benefit plans

Gratuity

The Groups liabilities towards gratuity are recognized based on the present value of defined benefit obligation which is computed using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. These are accounted either as current employee cost or included in cost of assets as permitted. The Holding Company makes annual contributions to the Life Insurance Corporation of India for the Gratuity Plan in respect of employees.

Leave Encashment

The Holding Company has provided for the liability at period end on account of un-availed earned leave as per the actuarial valuation as per the Projected Unit Credit Method and in case of other subsidiaries Employee entitlements to annual leave are recognised when they accrue to employees. The estimated liability for leave is recognised for services rendered by employees up to the end of the reporting period.

Actuarial gains and losses are recognized in OCI as and when incurred.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest as defined above),are recognized in other comprehensive income except those included in cost of assets as permitted in the period in which they occur and are not subsequently reclassified to profit or loss.

The retirement benefit obligation recognized in the restated consolidated Financial Statements represents the actual deficit or surplus in the Indian entities defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of reductions in future contributions to the plans.

Termination benefits

Termination benefits are recognized as an expense in the period in which they are incurred.

Leases

As a lessee

The Groups lease asset classes primarily consist of leases for land and buildings. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

1. the contract involves the use of an identified asset

2. the Group has substantially all of the economic benefits from use of the asset through the period of the lease and

3. the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognizes a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Group changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

As a lessor

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. The sublease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

For operating leases, rental income is recognized on a straight line basis over the term of the relevant lease.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. 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.

Earning Per Share (‘EPS)

The Group presents the Basic and Diluted EPS data. Basic earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

Segment Reporting

Identification of segments:

Operating segments are reported in a manner consistent with the internal financial reporting provided to the Chief Operating Decision Maker (CODM) i.e. Chief Executive officer. CODM monitors the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit and loss in the financial statements. The primary reporting of the Group has been performed on the basis of business segments. The analysis of geographical segments is based on the areas in which the Groups products are sold or services are rendered.

Allocation of common costs:

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated items:

The Corporate and other segment include general corporate income and expense items, which are not allocated to any business segment.

Government Grant

Government Grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Government grants related to depreciable fixed assets are treated as deferred income which has been recognised in the profit and loss statement on a systematic and rational basis over the useful life of the asset, i.e., such grants should be allocated to income over the periods and in the proportions in which depreciation on those assets is charged.

Cash & Cash Equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

Provision, Contingent Liabilities and Contingent Assets

Provisions are recognized 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.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Contingent liabilities are disclosed in the restated consolidated Financial Statements by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote.

Contingent assets are disclosed in the restated consolidated Financial Statements by way of notes to accounts when an inflow of economic benefits is probable.

Warranty Provisions

Provision for warranty-related costs are recognized when the product is sold or service is provided to customer. Initial recognition is based on historical experience. The Group periodically reviews the adequacy of product warranties and adjust warranty percentage and warranty provisions for actual experience, if necessary. The timing of outflow is expected to be with in one to three years.

Exceptional Items

Exceptional items refer to items of income or expense within the statement of profit and loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group.

Other Accounting Policies

These are consistent with the generally accepted accounting principles.

Recent Accounting Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as amended from time to time. There are no such recently issued standards or amendments to the existing standards for which the impact on the Restated Consolidated Financial Information is require to be disclosed.

NON-GAAP FINANCIAL MEASURES

This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA, EBITDA Margin, EBIT, EBIT Margin, Return on Capital Employed, Return on Equity, Gross Profit Margin, Profit after Tax Margin], Net Worth, Return on Net Worth, Net Asset Value per Equity Share and certain other statistical information relating to our operations and financial performance (together, "Non-GAAP Measures") 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, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or U.S. GAAP. We compute and disclose such non-Indian GAAP financial measures and such other statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance. These non-Indian GAAP financial measures and other statistical and other information relating to our operations and financial performance may not be computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies. For the risks relating to our Non-GAAP Measures, see "Risk Factors Internal Risks - We have included certain non-GAAP measures, industry metrics and key performance indicators related to our operations and financial performance in this Draft Red Herring Prospectus that are subject to inherent challenges measurement. These Non-GAAP Measures, industry metrics and key performance indicators may not be comparable with financial, or industry related statistical information of similar nomenclature computed and presented by other companies. Such supplemental financial and operational information is therefore of limited utility as an analytical tool for investors and there can be no assurance that there will not be any issues or such tools will be accurate going forward." on page 62.

Basic earnings per share For continuing operations

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Profit / (loss) after tax for the year	310.31	303.95	126.76
Profit attributable to the equity share holders of the Company	310.31	303.95	126.76
Adjusted Weighted Average Number of Ordinary Shares	91,926,760	91,926,760	91,926,760
(used as denominator for calculating Basic EPS)
Nominal Value of Ordinary Equity Share (in )	10.00	10.00	10.00
Earnings Per Share - Basic (in )	3.38	3.31	1.38

As required under Ind AS 33 "Earning per share, the above bonus shares are retrospectively considered for the computation of weighted average number of Equity Shares outstanding during the period, in accordance with Ind AS 33.

Diluted earnings per share For continuing operations

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Profit / (loss) after tax for the year	310.31	303.95	126.76
Profit attributable to the equity share holders of the Company	358.70	352.81	151.29
Potential equity shares	704,225	704,225	356,936
Weighted Average Number of Ordinary Shares	92,630,985	92,630,985	92,630,985
(used as denominator for calculating Diluted EPS)
Nominal Value of Ordinary Equity Share (in )	10.00	10.00	10.00
Earnings Per Share (Calculated) (in )	3.87	3.81	1.63
Earnings Per Share - Diluted (in )	3.38	3.31	1.38

As required under Ind AS 33 "Earning per share, the above bonus shares are retrospectively considered for the computation of weighted average number of Equity Shares outstanding during the period, in accordance with Ind AS 33.

Net asset value per share

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Net worth as restated	2,319.99	2,215.73	2,134.42
Weighted Average Number of Ordinary Shares	91,926,760	91,926,760	91,926,760
NAV Per Share	25.24	24.10	23.22

Borrowings

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Non Current Borrowings	833.23	791.61	696.71
Current maturities of long term borrowings	13.52	-	6.05
Current Borrowings	332.39	285.07	314.86
Total Borrowings	1,179.14	1,076.68	1,017.62

Return on Net Worth For continuing operations

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Profit / (loss) after tax for the year	310.31	303.95	126.76
Net worth as restated	2,319.99	2,215.73	2,134.42
Return on Net Worth	13.38%	13.72%	5.94%

Basic earnings per share Continuing and discontinued operations

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Profit / (loss) after tax for the year	63.72	51.36	34.50
Profit attributable to the equity share holders of the Company	63.72	51.36	34.50
Adjusted Weighted Average Number of Ordinary Shares	91,926,760	91,926,760	91,926,760
(used as denominator for calculating Basic EPS)
Nominal Value of Ordinary Equity Share (in )	10.00	10.00	10.00
Earnings Per Share - Basic (in )	0.69	0.56	0.38

Diluted earnings per share Continuing and discontinued operations

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Profit / (loss) after tax for the year	63.72	51.36	34.50
Profit attributable to the equity share holders of the Company	122.34	108.84	63.35
Potential equity shares	704,225	704,225	356,936
Weighted Average Number of Ordinary Shares	92,630,985	92,630,985	92,630,985
(used as denominator for calculating Diluted EPS)
Nominal Value of Ordinary Equity Share	10.00	10.00	10.00
Earnings Per Share (Calculated)	1.32	1.17	0.68
Earnings Per Share - Diluted (in )	0.69	0.56	0.38

Return on Net Worth Continuing and discontinued operations

( in million, unless mentioned otherwise)

Particulars		Financial Year
	2023	2022	2021
Profit / (loss) after tax for the year	63.72	51.36	34.50
Net worth as restated	2,319.99	2,215.73	2,134.42
Return on Net Worth	2.75%	2.32%	1.62%

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Income. Our total income consists of revenue from operations and other income. The following table sets out our revenue from operations and other income.

Particulars		Financial Year
	2023	2022	2021
Revenue from operations (A) (in	7,079.30	8,428.05	5,129.05
millions)
- Sale of products (in millions)	6,201.40	7,684.31	4,688.49
Percentage of revenue from operations (%)	87.60%	91.18%	91.41%
- Sale of services (in millions)	877.90	743.74	440.56
Percentage of revenue from operations (%)	12.40%	8.82%	8.59%
Other income (B) (in millions)	154.69	61.52	114.59
TOTAL INCOME (A+B) (in millions)	7,233.99	8,489.57	5,243.64

Revenue from operations. Revenue from operations comprises sale of products and sale of services.

Revenue from sale of products comprises revenues from the sale of our critical power products and our EVSE products.

Sale of services comprises revenues from installation and commissioning services, AMC services, after-sale services, technical support services and remote product management services.

Other Income. Other income comprises interest income, gain on foreign currency transaction and translation (net), duty draw back received, fair valuation gain on financial instruments at FVTPL, export benefit ("FPS") received, profit on sale of property, plant and equipment, deferred revenue recognition of subsidy received from the Ministry of Electronics and Information Technology, Government of India ("MeitY") for investment in plant, property and equipment at our Gurugram Facility II, insurance claims received, sundry balance/excess provisions written back, gain on lease rent waiver, gain on fair valuation of security deposit, interest on fair valuation of non-current trade receivables, income on lease modification/termination, government grant income received from the government of Singapore towards wage support for local employees under job support scheme during Covid-19 and miscellaneous income.

Interest income comprises income from: (i) fixed deposits/margin money from banks; and (ii) others, which includes interest income from the loan given to subsidiary, statutory refund received from government, and interest income on fair valuation of non-current debtors. Miscellaneous income consists of management fee income, expenses reimbursement income and sub-let rental income received from subsidiaries and members of the Promoter Group in the ordinary course of business.

Expenses.

Our total expenses consist of cost of material consumed, purchase of stock-in-trade, changes in inventories of finished goods, work-in-progress and stock-in-trade, employee benefits expenses, manufacturing expenses, finance costs, depreciation and amortization expenses, other expenses and R&D expenses. The following table sets out our total expenses from continuing operations.

Particulars		Financial Year
	2023	2022	2021
Cost of material consumed (in millions)	3,598.90	2,300.57	1,818.24
Percentage of revenue from operations	50.84%	27.30%	35.45%
Purchase of stock-in-trade (in millions)	1,530.26	4,297.04	1,895.28
Percentage of revenue from operations	21.62%	50.98%	36.95%
Changes in inventories of finished goods,	49.16	(78.88)	163.55
stock-in-trade and work-in-progress (in
millions)
Percentage of revenue from operations	0.69%	(0.94)%	3.19%
Employee benefits expense (in millions)	644.71	556.65	513.78
Percentage of revenue from operations	9.11%	6.60%	10.02%
Manufacturing Expenses (in millions)	148.82	118.19	89.57
Percentage of revenue from operations	2.10%	1.40%	1.75%
Finance cost (in millions)	189.98	185.33	140.62
Percentage of revenue from operations	2.68%	2.20%	2.74%
Depreciation and amortization expense (in	164.66	152.71	140.84
millions)
Percentage of revenue from operations	2.33%	1.81%	2.75%
Other expenses (in millions)	512.22	503.95	320.08
Percentage of revenue from operations	7.24%	5.98%	6.24%
R&D Expenses (in millions)	70.87	56.32	33.40
Percentage of revenue from operations	1.00%	0.67%	0.65%
Total expenses (in millions)	6,909.58	8,091.88	5,115.36

Cost of material consumed. Cost of material consumed consists of costs from consumption of raw materials and inputs we use to manufacture our critical power products and our EVSE products.

Purchases of stock-in-trade. Purchase of stock-in-trade consists primarily of purchases of products for re=trade such as Li-ion batteries for telecommunications, that were not manufactured in-house.

Changes in inventories of finished goods, work-in-progress, and stock-in-trade. Changes in inventories of finished goods, goods for re-trade and work-in-progress represent the costs attributable to the difference in inventories at the start of the Financial Year and the end of the Financial Year.

Employee benefits expenses. Employee benefits expenses consist of salaries and bonus (including remuneration to directors, compensated absences and incentives); contributions to provident and other funds (including ESIC and gratuity fund); and staff welfare expenses

Manufacturing expenses. Manufacturing expenses consist of expenses towards consumption of packing materials, consumption of stores and spare parts, power and fuel expenses, repairs to plant and machinery, repairs to building, and other repairs, incurred in relation to our manufacturing operations.

Finance costs. Finance costs comprise interest expense payable to banks and others (includes interest accrued on statutory dues, other borrowing costs, and interest accrued on vendor bill discounting facility), interest on compulsorily convertible debentures, interest on fair valuation of non-current trade receivables, interest on lease liabilities and other finance charges. Other finance charges primarily relate to telex and commission paid on raw material procurement, commission paid to bank for issuance of letter of credit and bank guarantee, and customer bill discounting expenses.

Depreciation and amortization expenses. Depreciation and amortization expenses consist of depreciation on plant, property and equipment, amortization of intangible assets, depreciation on right of use assets, and amortization of goodwill. Depreciation is calculated using the straight-line method determined based on assessment of useful life, as per which certain items of property plant and equipment are being depreciated over useful lives different from the prescribed useful lives under Schedule II to the Companies Act, 2013, in order to reflect fair approximation of the period over which the assets are likely to be used.

R&D expenses. R&D expenses consist of salaries and wages, contribution to provident and other funds, staff welfare expenses, other repairs, rent, insurance expenses, communication expenses, travelling, conveyance and vehicle expenses, general expenses, facility management expenses, printing and stationery, business promotion expenses, professional charges, cost of materials, electricity charges, product testing expenses and security expenses, specifically incurred towards our R&D activities.

Other expenses. Other expenses primarily consist of rent, insurance expenses, communication expenses, IT support expenses, payments to the auditors (including audit fee, tax audit fees, fees for other services and out of pocket expenses), traveling, conveyance and vehicle expenses, net loss on derecognition of investment securities, loss on foreign currency transaction and translation (net), security expenses, freight outward, liquidated damages paid in accordance with customer contracts, impairment allowance for trade receivables considered doubtful, business promotion expenses and legal and professional charges.

Our Results of Operations

The following table sets out select financial data derived from our Restated Consolidated Statement of Profit and Loss for the Financial Years 2023, 2022 and 2021, the components of which are also expressed as a percentage of total income for such periods:

	Financial Year
	2023		2022		2021
Particulars	(in millions)	(% of Total Income)	(in millions)	(% of Total Income)	(in millions)	(% of Total Income)
Revenue from
operations:
Sale of Products	6,201.40	85.73	7,684.31	90.51	4,688.49	89.41
Sales of Services	877.90	12.13	743.74	8.76	440.56	8.40
Total revenue from	7,079.30	97.86	8,428.05	99.27	5,129.05	97.81
operations
Other income	154.69	2.14	61.52	0.73	114.59	2.19
Total income	7,233.99	100.0	8,489.57	100.0	5,243.64	100.0
Expenses:
Cost of material consumed	3,598.90	49.75	2,300.57	27.10	1,818.24	34.68
Purchase of stock-in-trade	1,530.26	21.15	4,297.04	50.62	1,895.28	36.14
Changes in inventories of	49.16	0.68	(78.88)	(0.93)	163.55	3.12
finished goods, work-in-
progress and stock-in-trade
Employee benefits	644.71	8.91	556.65	6.56	513.78	9.80
expenses
Manufacturing expenses	148.82	2.06	118.19	1.39	89.57	1.71
Finance costs	189.98	2.63	185.33	2.18	140.62	2.68

 

			Financial Year
	2023		2022		2021
Particulars	(in millions)	(% of Total Income)	(in	(% of Total millions) Income)	(in millions)	(% of Total Income)
Depreciation and	164.66	2.28	152.71	1.80	140.84	2.69
amortization expenses
Other expenses	512.22	7.08	503.95	5.94	320.08	6.10
R&D expenses	70.87	0.98	56.32	0.66	33.40	0.64
Total expenses	6,909.58	95.52	8,091.88	95.32	5,115.36	97.55
Profit / (loss) before tax	324.41	4.48	397.69	4.68	128.28	2.45
from continuing
operations
Tax expense:
Current tax	-	0.00	77.71	0.92	11.94	0.23
Deferred tax	14.10	0.19	16.03	0.19	(10.42)	(0.20)
charge/(credit)
Profit / (Loss) for the	310.31	4.29	303.95	3.58	126.76	2.42
year from continuing
operations
Profit / (Loss) before tax	(246.59)	(3.41)	(252.59)	(2.98)	(262.22)	(5.00)
for the year from
discontinued operations
Tax expense:
Tax Credit from	-	0.00	-	0.00	(169.96)	(3.24)
discontinued operations
Profit / (Loss) from	(246.59)	(3.41)	(252.59)	(2.98)	(92.26)	(1.76)
discontinued operations
(After Tax)
Profit / (Loss) for the	63.72	0.88	51.36	0.61	34.50	0.66
year

During Financial Year 2023, the Company, pursuant to a business transfer agreement dated December 16, 2022, its business and assets related to the manufacturing and service of the Li-ion batteries of electric vehicles on a slump sale basis, for a consideration of 168.20 million with effect from November 1, 2022. See "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business or undertakings, mergers, amalgamations or revaluation of assets in the last 10 years - Business Transfer Agreement dated December 16, 2022, entered amongst Exicom Energy Systems Private Limited and our Company ("Exicom Energy Systems BTA")".

Financial Year 2023 compared to Financial Year 2022

Total Income

Our total income decreased by 14.79% to 7,233.99 million for the Financial Year 2023 from 8,489.57 million for the Financial Year 2022, primarily due to decrease in our revenue from operations.

Revenue from Operations: Revenue from operations decreased by ( 1,348.75 million) or (16.00%) to 7,079.30 million for the Financial Year 2023 from 8,428.05 million for the Financial Year 2022, primarily due to a decrease in revenue generated from sale of our products to 6,201.40 million for the Financial Year 2023 from

7,684.31 million for the Financial Year 2022 due to reduced orders of Li-ion batteries received during Financial Year 2023. This was partially offset by an increase in revenue generated from sale of EVSE products by 215.35% from 710.99 million in Financial Year 2022 to 2242.09 million in Financial Year 2023 as a result of growth of our EVSE business; and revenue generated from sale of our services to 877.90 million for the Financial Year 2023 from 743.74 million for the Financial Year 2022, on account of increase in repair services provided through our Critical Power Business due to expiry of warranty of deployed products moving on to paid repairs.

Other Income: Other income increased by 151.45% to 154.69 million for the Financial Year 2023 from 61.52 million for the Financial Year 2022, primarily due to an increase in miscellaneous income to 67.14 million for the Financial Year 2023 from 28.05 million for the Financial Year 2022, sundry balance/excess provision written back amounting to 55.23 million recorded in the Financial Year 2023 (which included 41.27 million of liquidated damages received back from customers in accordance with the terms of customer contracts, and interest on fair valuation of non-current trade receivables amounting to 7.32 million recorded in the Financial Year 2023, while no such income was recorded in the Financial Year 2022. The increase in other income was partially offset by (i) decrease in interest income from others to 1.37 million for the Financial Year 2023 from 3.20 million; (ii) decrease in export benefit received to 1.93 million for the Financial Year 2023 from 3.57 million; (iii) decrease in gain on lease rent waiver to 0.11 million for the Financial Year 2023 from 1.84 million; and (iv) gain on foreign currency transaction and translation (net) amounting to 6.43 million commensurate to change in foreign currency rate recorded in the Financial Year 2022, while no such income was recorded in the Financial Year 2023.

Expenses

Our total expenses decreased by 14.61% to 6,909.58 million for the Financial Year 2023 from 8,091.88 million for the Financial Year 2022, primarily due to decrease in purchase of stock-in-trade, which was partially offset by increase in cost of material consumed, changes in inventories of finished goods, work in progress and stock in trade, employee benefit expenses, manufacturing expenses, R&D expenses and other expenses.

Purchase of stock-in-trade: Purchase of stock-in-trade decreased by 64.39% to 1,530.26 million for the Financial Year 2023 from 4,297.04 million for the Financial Year 2022, primarily due to reduced sales of goods for re-trade including Li-ion batteries for telecommunications in Singapore.

Cost of material consumed: Cost of material consumed increased by 56.44% to 3,598.90 million for the Financial Year 2023 from 2,300.57 million for the Financial Year 2022, primarily due to increased due to sales of manufactured EVSE products in India.

Changes in inventories of finished goods, work in progress and stock in trade: Changes in inventories of finished goods, work in progress and stock in trade increased by 162.32% to 49.16 million for the Financial Year 2023 from ( 78.88 million) for the Financial Year 2022, primarily attributable to a higher inventory of finished goods (EVSE products) as of March 31, 2023 compared to March 31, 2022 corresponding to growth of our EVSE business, further to increased sales of EVSE products in Financial Year 2023.

Employee benefit expenses: Employee benefit expenses increased by 15.82% to 644.71 million for the Financial Year 2023 from 556.65 million for the Financial Year 2022, primarily due to an increase in salaries and bonus to employees to 597.45 million for the Financial Year 2023 from 517.21 million for the Financial Year 2022 on account of an increase in the number of our employees to 1,103 as of March 31, 2023 from 1,034 as of March 31, 2022 and annual increments.

Manufacturing expenses: Manufacturing expenses increased by 25.92% to 148.82 million for the Financial Year 2023 from 118.19 million for the Financial Year 2022, primarily due to an increase in consumption of stores and spare parts to 93.58 million for the Financial Year 2023 from 63.10 million for the Financial Year 2022 on account of increased production of EVSE products, including in particular, AC chargers, during Financial Year 2023 and an increase in repairs to plant and machinery to 7.29 million for the Financial Year 2023 from 4.40 million for the Financial Year 2022.

R&D expenses: R&D expenses increased by 25.83% to 70.87 million for the Financial Year 2023 from 56.32 million for the Financial Year 2022, primarily due to an increase in general expenses to 29.41 million for the Financial Year 2023 from 17.57 million for the Financial Year 2022 due to increase in the cost of material consumed towards R&D activities and annual increment.

Other Expenses: Other expenses increased by 1.64% to 512.22 million for the Financial Year 2023 from 503.95 million for the Financial Year 2022 primarily due to (i) increase in travelling, conveyance and vehicle expenses to 67.42 million for the Financial Year 2023 from 44.50 million for the Financial Year 2022 due to reduced travel activity during Financial Year 2022 pursuant to Covid-19 restrictions; (ii) increase in legal and professional charges to 108.32 million for the Financial Year 2023 from 85.87 million for the Financial Year 2022 and (iii) loss on foreign currency transaction and translation (net) amounting to 17.03 recorded in Financial Year 2023, while no such recording was done in the Financial Year 2022. However, such increase in expenses were offset by a decrease in impairment allowance for advance receivable to 0.37 million in Financial Year 2023 from 73.26 million due to write-off of advances to vendors in the ordinary course of business.

Profit/(Loss) for the year from discontinued operations: We reported a loss for the year from discontinued operations of (246.59) million for the Financial Year 2023 (1^st April 2022 to 31^st Oct 2022) as compared to a loss for the year from discontinued operations of (252.59) million for the Financial Year 2022, primarily due to due to a decrease in revenues from discontinued operations and increase in the cost of material consumed.

Profit/(Loss) for the year: For the various reasons discussed above, we reported a profit for the year of 63.72 million for the Financial Year 2023 as compared to a reported profit for the year of 51.36 million for the Financial Year 2022.

Financial Year 2022 compared to Financial Year 2021

Total Income

Our total income increased by 61.90% to 8,489.57 million for the Financial Year 2022 from 5,243.64 million for the Financial Year 2021, primarily due to increase in our revenue from operations.

Revenue from Operations: Revenue from operations increased by 64.32% to 8,428.05 million for the Financial Year 2022 from 5,129.05 million for the Financial Year 2022, primarily due to an increase in (i) revenue generated from sale of our products to 7,684.31 million for the Financial Year 2022 from 4,688.49 million for the Financial Year 2021 due to increased orders of Li-ion batteries for telecommunications received by Exicom Tele-Systems (Singapore) Pte. Ltd. during Financial Year 2023, and increased sales of EV chargers in Financial Year 2022; and (ii) revenue generated from sale of services to 743.74 million for the Financial Year 2022 from

440.56 million for the Financial Year 2021 which was on account of increase in repair services provided through our Critical Power Business due to expiry of warranty of deployed products moving on to paid repairs.

Other Income: Other income decreased by 46.32% to 61.52 million for the Financial Year 2022 from 114.60 million for the Financial Year 2021, primarily due to a decrease in (i) miscellaneous income to 28.05 million for the Financial Year 2022 from 40.69 million for the Financial Year 2021 on account of reduction of expenses charged back ; (ii) gain on foreign currency transaction and translation (net) to 6.43 million for the Financial Year 2022 from 26.78 million for the Financial Year 2021; (iii) gain on lease rent waiver to 1.84 million for the Financial Year 2022 from 6.21 million for the Financial Year 2021 on account of waiver of rent due to Covid-19 during Financial Year 2022; and (iv) interest income from fixed deposits margin money from the banks to

7.82 million for the Financial Year 2022 from 13.09 million for the Financial Year 2021. Income on lease modification/termination accounted for 18.60 million was recorded in the Financial Year 2021 in relation to change to lease terms including waiver of the rent on account of Covid-19, while no such income was recorded in the Financial Year 2022. The decrease in other income was partially offset by the increase in (i) duty draw back received amounting to 4.29 million for the Financial Year 2022 from 1.40 million in Financial Year 2021 in relation to increase in export sales ; and (ii) export benefit received amounting to 3.57 million for the Financial Year 2022 from 1.05 million in Financial Year 2021.

Expenses

Our total expenses increased by 58.19% to 8,091.88 million for the Financial Year 2022 from 5,115.36 million for the Financial Year 2021, primarily due to increase in purchase of stock-in-trade, manufacturing expenses, finance costs, other expenses and R&D expenses. However, the increase in expenses was offset by a decrease in changes in inventories of finished goods, work in progress and stock in trade.

Cost of material consumed: Cost of material consumed increased by 26.53% to 2,300.57 million for the Financial Year 2022 from 1,818.24 million for the Financial Year 2021, primarily due to increased due to sales of manufactured EVSE products in India.

Purchase of stock-in-trade: Purchase of stock-in-trade increased by 126.72% to 4,297.04 million for the Financial Year 2022 from 1,895.28 million for the Financial Year 2021, primarily due to increased sales of goods for re-trade including Li-ion batteries for telecommunications in Singapore.

Manufacturing expenses: Manufacturing expenses increased by 31.95% to 118.19 million for the Financial Year 2022 from 89.57 million for the Financial Year 2022, primarily due to an increase in consumption of stores and spare parts to 63.10 million for the Financial Year 2022 from 37.24 million for the Financial Year 2021 on account of increased production of EVSE products, including in particular, AC chargers, during Financial Year

2023, and an increase in power and fuel charges to 25.43 million for the Financial Year 2022 from 17.83 million for the Financial Year 2021 on account of increased production of EVSE products, during Financial Year 2022.

Employee benefit expenses: Employee benefit expenses increased by 8.34% to 556.65 million for the Financial Year 2022 from 513.78 million for the Financial Year 2021, primarily due to an increase in salaries and bonus to employees to 517.21 million for the Financial Year 2022 from 473.66 million for the Financial Year 2021 on account of an increase in the number of our employees to 1034 as of March 31, 2022 from 922 as of March 31, 2021 and annual increments.

R&D expenses: R&D expenses increased by 68.62% to 56.32 million for the Financial Year 2022 from 33.40 million for the Financial Year 2022, primarily due to an increase in general expenses to 17.57 million for the Financial Year 2022 from 10.57 million for the Financial Year 2021 due to increase in the cost of material consumed towards R&D activities, and annual increments for employees.

Other Expenses: Other expenses increased by 57.45% to 503.95 million for the Financial Year 2022 from

320.08 million for the Financial Year 2021 primarily due to (i) increase in liquidated damages to 57.05 million for the Financial Year 2022 from 15.90 million for the Financial Year 2021 under the terms of our customer contracts; (ii) increase in impairment allowance for advance receivable to 73.26 million for the Financial Year 2022 from 1.85 million for the Financial Year 2021; and (iii) increase in legal and professional charges to 85.87 million for the Financial Year 2022 from 39.92 million for the Financial Year 2021.

Changes in inventories of finished goods, work in progress and stock in trade: Changes in inventories of finished goods, work in progress and stock in trade decreased by 148.23% to ( 78.88) million for the Financial Year 2022 from 163.55 million for the Financial Year 2022, primarily attributable to a higher closing inventory of work-in-progress as of March 31, 2022 compared to March 31, 2021.

Profit/(loss) for the year from discontinued operations: We reported a loss for the year from discontinued operations of (252.59) million for the Financial Year 2022 as compared to a loss for the year from discontinued operations of (92.26) million for the Financial Year 2021, primarily due to a decrease in revenues from discontinued operations increase in the cost of material consumed and further no set off benefit of deferred tax in year 2022.

Profit/(Loss) for the year: For the various reasons discussed above, we reported a profit for the year of 51.36 million for the Financial Year 2022 as compared to a reported restated profit for the year of 34.50 million for the Financial Year 2021.

Certain Balance Sheet Items

Our total non-current assets decreased by 23.11% from 1,697.64 million in Financial Year 2022 to 1,305.39 million in Financial Year 2023, primarily due to property, plant and equipment decreasing by 23.64% from

652.87 million in Financial Year 2022 to 498.55 million in Financial Year 2023 and our intangible assets under development decreasing by 73.98% from 175.27 million in Financial Year 2022 to 45.61 million in Financial

Year 2023, pursuant to slump sale.

Our total current assets increased by 32.62% from 4,332.28 million in Financial Year 2022 to 5,745.51million in Financial Year 2023, primarily due to trade receivables increasing by 86.56% from 1,685.81 million in Financial Year 2022 to 3,145.09 million in Financial Year 2023.

Our total current liabilities correspondingly increased by 33.05% from 2,774.10 million in Financial Year 2022 to 3,690.93 million in Financial Year 2023, primarily due to trade payables increasing by 70.39% from 1,654.27 million in Financial Year 2022 to 2,818.68 million in Financial Year 2023.

Liquidity and Capital Resources

Our primary sources of liquidity include cash generated from operations, from sale of securities, and from borrowings, both short-term and long-term, including term and working capital facilities. As of March 31, 2023, we had cash and cash equivalents of 379.59 million. Our financing requirements are primarily for working capital and investments in our business such as capital expenditures to upgrade and increase the capacities of our manufacturing and R&D facilities. We expect that cash flow from operations and net proceeds from sale of securities and borrowings will continue to be our principal sources of funds in the long-term. We evaluate our funding requirements periodically in light of our net cash flow from operating activities, the requirements of our business and operations, acquisition opportunities and market conditions. Our net working capital days (which represents the average of working capital divided by revenue from operations for the relevant year multiplied by 365 days) was 97, 56, and 111 for the Financial Years 2023, 2022 and 2021, respectively. The increase in our net working capital days between the Financial Year 2023 and the Financial Year 2022 was primarily due to increases in our Trade receivable, increases in our Trade payable and decrease in our other current liabilities.

Cash Flows

The following table sets forth certain information relating to our cash flows under Ind AS in Financial Year 2023, Financial Year 2022 and Financial Year 2021:

		Financial Year
Particulars	2023	2022	2021
	( in millions)	( in millions)	( in millions)
Net cash flow from/(used) in operating activities	25.71	560.37	(134.55)
Net cash flow (used in) investing activities	76.96	(102.14)	(201.80)
Net cash flow generated from financing activities	(155.06)	(171.64)	464.53
Net increase/(decrease) in cash and cash equivalents	(52.39)	286.59	128.18

Operating Activities

Net cash generated from operating activities before tax was 66.12 million in Financial Year 2023 and our operating profit before working capital changes was 496.76 million. Restated profit/(Loss) before tax from continuing operation was 324.41 million and Restated profit/(Loss) before tax from discontinuing operation was

(246.59) million in Financial Year 2023. The difference was primarily attributable to 78.40 million decrease in inventories due to consumption of raw material, due to increase in trade receivables by 1401.26 million, 892.22 million increase in trade Payables & other Current Liabilities.

Net cash generated from operating activities before tax was 687.44 million in Financial Year 2022 and our operating profit before working capital changes was 676.61 million. Restated profit/(Loss) before tax from continuing operation was 397.69 million and Restated profit/(Loss) before tax from discontinued operations was

(252.59) million in Financial Year 2022. The difference was primarily attributable to 194.11 million increase in inventories due to higher production due to decrease in trade receivables by 1021.51 million, 816.57 million decrease in trade Payables & other Current Liabilities.

Net cash used from operating activities before tax was (96.91) million in Financial Year 2021 and our operating profit before working capital changes was 174.91 million. Restated profit/(Loss) before tax from continuing operation was 128.28 million and Restated profit/(Loss) before tax from discontinuing operation was (262.22) million in Financial Year 2021. The difference was primarily attributable to 96.88 million decrease in inventories due to consumption of raw material, due to increase in trade receivables by 2230.82 million, 1862.13 million increase in trade payables and other current liabilities.

Investing Activities

Net cash flows generated from investing activities aggregated to 76.96 million in Financial Year 2023, primarily due to 241.51 million realization of proceeds from sale of Sale of PPE and Intangible Assets under Slump Sale. These cash inflows were partially offset by 164.47 million for purchase of property, plant and equipment.

Net cash flows used from investing activities aggregated to (102.14) million in Financial Year 2022, primarily due to 84.85 million realization of proceeds from maturity of the fixed deposit with banks. These cash inflows were offset by 200.09 million for purchase of property, plant and equipment.

Net cash flows used from investing activities aggregated to (201.80) million in Financial Year 2021, primarily due to increase in 35.22 million fixed deposit. These cash inflows were offset by 179.05 million for purchase of property, plant and equipment.

Financing Activities

Net cash flow used from financing activities in Financial Year 2023 was (155.06) million, primarily on account of increase in non-current borrowings by 41.63 million and increase in current borrowing by 60.83 million, which was partially offset by payment of lease liability 63.96 million and interest paid 193.56 million.

Net cash flow used from financing activities in Financial Year 2022 was (171.64) million, primarily on account of increase in non-current borrowings by 76.37 million, which was partially offset by payment of lease liability 65.22 million, interest paid 153 million and repayment of short-term borrowings 29.79 million.

Net cash flow generated from financing activities in Financial Year 2021 was 464.53 million, primarily by way of proceeds from issue of compulsory convertible debentures of 750 million, which was partially offset by payment of lease liability 49.53 million, interest paid 143.70 million, repayment of short term borrowings 87.44 million and repayment of long term borrowings 4.80 million.

Financial Indebtedness

As of August 31, 2023, the aggregate amount of our outstanding borrowings (fund based) was 754.44 million and for outstanding borrowings (non-fund based) was 469.31 million, which primarily consisted of working capital facilities. For further details related to our indebtedness, please see "Financial Indebtedness" beginning on page 345.

Contingent Liabilities and Commitments

As of March 31, 2023, our contingent liabilities and commitments were as follows:

Nature of Contingent Liabilities	As of
	March 31, 2023
	( in millions)
Guarantees given by the bank on behalf of the Company	377.13
Letter of credit given by the bank on behalf of the Company	126.36
(Margin Money for LC & BGs kept by way of fixed deposits 108.48 millions (Financial Year 2022 101.69 millions and Financial Year 2021 107.83 millions)
Additional demand of custom duty raised on the company	0.70
Amount demanded by the Sales tax authorities of various states but liability not provided for on account of appeals against the same.*	26.48

* The Groups pending litigations comprise of claims against the Group and proceedings pending with Tax Authorities / Statutory Authorities. The Group has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its restated consolidated financial statements. The Group does not expect the outcome of these proceedings to have a material impact on its financial position.

During the Financial Year 2019-20 the Holding Company has received the refund on 23.04.2019 pertaining Financial Year 2011-12 ( 5.47 millions), Financial Year 2012-13 ( 0.13 millions), Financial Year 2013-14 ( 7.81 millions) against the sales tax assessment relief granted by the Tribunal on 17.11.2018. Against this relief the Sale tax department has filed revision application to the High court and application has been dismissed on 28.03.2019. Now the Sale tax department has filed the application with the Supreme Court and which is pending at this level. Accordingly, 13.41 millions is treated as Contingent liability.

During the Financial Year 2020-21 the Holding Company has received a demand order of 13.07 millions and 0.64 millions against the sales tax assessment for Financial Year 2014-15 and Financial Year 2015-16 respectively from the office of Deputy commissioner of Sale Tax, Patna. Accordingly, 13.71 millions is treated as Contingent liability. The Company has filed application with Additional Commissioner, Appeal Patna on April 26, 2023.

The Group periodically reviews all its long term contracts to assess for any material foreseeable losses. Based on such review wherever applicable, the Group has made adequate provisions for these long term contracts in the books of account as required under any applicable law/accounting standard.

As at March 31, 2023 the Group did not have any outstanding long term derivative contracts.

Off-Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Capital Expenditure

Our capital expenditure primarily comprises expenditure incurred towards expansion of our branch network and investment in technological infrastructure. During the Financial Years 2023, 2022 and 2021, our capital expenditure amounted to 99.97 million, 187.94 million and 131.69 million, respectively, incurred towards acquisition of property, plant and equipments.

Related Party Transactions

We have engaged in the past, and may engage in the future, in transactions with related parties. See "Restated Consolidated Financial Information Note 50 Related Party Disclosures" on page 324.

Quantitative and Qualitative Disclosures about Market Risk

In the course of our business activities, we are exposed to certain financial risks, namely liquidity risk, market risks and credit risk. Our senior management have the overall responsibility for the establishment and oversight of our risk management framework. Such risk management policies are established to identify and analyse the risks faced by the Group, 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 counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities (primarily trade receivables) and from our financing activities, including deposits with banks and financial institutions and other financial instruments. Customer credit risk is managed by each business unit subject to our established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum We do not hold collateral as security. We evaluate the concentration of risk with respect to trade receivables as low, as our customers are located in several jurisdictions and industries and operate in largely independent markets.

Liquidity Risk

Liquidity risk is the risk faced in meeting obligations associated our financial liabilities. Our approach to managing liquidity is to ensure that we will have sufficient funds to meet our liabilities when due without incurring unacceptable losses. In doing this, our management considers both normal and stressed conditions.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, FVTPL & FVTOCI investments.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our long-term debt obligations with floating interest rates. Credit risk from balances with banks and financial institutions is managed by the management in accordance with the Groups policy. Counterparty credit limits are reviewed by the management on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterpartys potential failure to make payments. In order to manage our interest rate risk, we diversify our portfolio in accordance with the risk management policies.

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 and Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified in "- Significant Factors Affecting our Results of Operations" on page 351 and the uncertainties described in "Risk Factors" beginning on page 28. To our knowledge, except as disclosed in this Draft Red Herring Prospectus, there are no known trends or uncertainties which we expect to have a material adverse effect on our income.

Future Relationship between Cost and Revenue

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 28, 192 and 348, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

New Products or Business Segments

Other than as disclosed in this section and in "Our Business" on page 192, 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 Customers and Suppliers

While we do not significantly depend on a single customer or a single supplier, we are dependent on third party suppliers for the uninterrupted supply of key inputs and components including Li-ion cells, printed circuit boards, cable assemblies, electronic components, switchgear components, plastic enclosures, mechanical components and bus bars. A supply shortage may increase our costs if we are forced to pay higher prices for components or raw materials or both, or if we have to redesign or reconfigure products to accommodate a substitute component. When prices rise, they may impact our margins and results of operations if we are not able to pass the increases onto our customers or otherwise offset them. Our business is also dependent on our top five critical power solutions customers and the sale of our Li-ion ESS.

For further information on our dependence on customers and suppliers, see "Risk Factors Internal Risk Factors

We are dependent on the five most significant customers under our critical power solutions business

("Critical Power Business"), who contributed over 50% of our revenue from operations in each of the last three

Financial Years. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations and financial condition." on page 29 and "Risk Factors Internal Risk Factors We depend on third parties for the uninterrupted supply of components and raw material and delivery of our products. A volatility in the price or disruption in the supply of raw materials or failure of our suppliers to meet their obligations could impact our production and increase our costs." on page 34.

Segment Reporting

Our revenues are recognized under two segments, Critical Power and EV Charger. Our operating segments are established on the basis of those components that are evaluated regularly by the Chief Executive Officer of the Company (the Chief Operating Decision Maker as defined in Ind AS 108 ‘Operating Segments) in deciding how to allocate resources and in assessing performance. These have been identified taking into account the nature of products and services, the differing risks and returns and the internal business reporting systems. Secondary segment reporting is on the basis of geographical location of the customers, i.e., domestic and export. See

" Restated Consolidated Financial Information Note 49 Segmental Reporting" on page 323.

Seasonality of Business

Our business is not seasonal in nature.

Competitive Conditions

379

We operate in a competitive environment. Please refer to "Our Business", "Industry Overview" and "Risk Factors" on pages 192, 150 and 28, respectively for further information on our industry and competition.

Recent Accounting Pronouncements

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

Change in Accounting Policies

There have been no changes in our accounting policies for the Financial Years 2023, 2022 and 2021.

Significant developments subsequent to March 31, 2023

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

Our Company has recently divested from Energywin Technologies Private Limited on August 11, 2023 due to which Energywin Technologies Private Limited was still shown as a subsidiary in the Restated Consolidated Financial Information till March 31, 2023, of our Company, however, as on the date of this DRHP, Energywin Technologies Private Limited is no longer our subsidiary.

Our Company issued and allotted fully paid up bonus shares at par, in proportion of 11 new Equity Shares of 10 each for every one existing fully paid up equity share of 10 each pursuant to the approval of shareholders granted in the extra-ordinary general meeting held on September 16, 2023.

Our Company has issued 234,741 unsecured non-convertible debentures to NextWave Communications Private Limited on August 11, 2023 at an issue price of 1,065 each each.

Our Company, in Financial Year 2024, commenced the manufacturing of Li-ion Batteries at our Gurugram Facility II, and have already incurred total capital expenditure of 55.32 million including taxes, until date, towards setting up the infrastructure.