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You should read the following discussion of our financial position and results of operations together with our Restated Standalone Financial Statements which have been included in this Draft Red Herring Prospectus. The following discussion and analysis of our financial position and results of operations is based on our Restated Standalone Financial Statements for the period ended June 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 including the related notes and reports, included in this Draft Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited standalone financial statements for the respective period and years. Accordingly, the degree to which our Restated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.

Since the requirement to prepare, consolidated financial statements did not apply to our Company for the financial years 2022 23 and 2023 24, no such statements were prepared for those periods. Accordingly, the Restated Consolidated Financial Statements have been prepared only for the financial year 2024 25 and the period ended June 30, 2025.

However, to facilitate a better understanding of the financial performance and to ensure comparability across periods, the disclosures and analysis in this chapter are based on the Restated Standalone Financial Statements for the financial years 2022 23, 2023 24, and 2024 25, and for the period ended June 30, 2025.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under “Risk Factors” and “Forward Looking Statements” beginning on page 38 and 25, respectively, and elsewhere in this Draft Red Herring Prospectus. Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year are to the 12 months ended March 31 of that year.

BUSINESS OVERVIEW

Our Company is engaged in the distribution and export of a comprehensive portfolio of engineering products, with a primary focus on the refrigeration and HVAC (Heating, Ventilation, and Air Conditioning) industries. Over the years we have established ourselves as a reliable partner for industrial and commercial customers by offering technologically advanced products that cater to diverse applications requirements across the refrigeration and HVAC value chain.

Our product range includes, but is not limited to, the following broad categories:

Hermetic Compressors

Industrial Refrigeration Controls

Variable Frequency Drives and Automation

Specialized Components & Tools

Refrigeration & Air-Conditioning Controls

Heat Exchangers

Cold Room Evaporators

Refrigerants and Ancillary Products

Our product strategy is centred on partnering with globally recognized manufacturers such as Danfoss, Transfer Oil, SSC Control Pvt. Ltd. (Hi-Cool), Karyer, Quang Thang (V-Thermo), Kuzuflex, Refco, Mihama India Pvt. Ltd., and US HVAC & Weld Tools among others.

Geographical Presence

Our Company headquartered in Ahmedabad, Gujrat and has developed domestic presence through its warehouses located in Hyderabad, Thane, Kolkata and Bangalore. This multi-city operational network enables us to efficiently serve a wide spectrum of customers across India, ensuring timely delivery, technical support, and after-sales service.

In addition to our domestic footprint, we have been expanding our international reach through exports, thereby strengthening our position as a global supplier of engineering components for refrigeration and HVAC applications.

For further details, see “Our Business” beginning on page 148 of this Draft Red Herring Prospectus.

Key Performance Indicators of our Company

The following table sets forth a breakdown of our revenue from operations, as well as other key performance indicators, for the periods indicated:

Key Financial Performance

June 30, 2025* March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations (1) 2350.44 10176.86 6851.74 9859.44
EBITDA (2) 332.37 1406.85 695.44 749.18
EBITDA Margin (3) 14.14% 13.82% 10.15% 7.60%
PAT(4) 220.52 962.13 417.78 458.07
PAT Margin (5) 9.38% 9.45% 6.10% 4.65%
EBIT 330.14 1397.60 685.71 735.75
RoE(%)(6) 8.04% 44.71% 28.57% 44.74%
RoCE (%)(7) 7.10% 32.02% 24.54% 30.19%
Capital Employed(7) 4649.22 4364.32 2794.35 2437.32
Debt (8) 1795.82 1731.58 1124.32 1185.65

KPI disclosed above is certified by M/s S K Bhavsar & Co., Chartered Accountants the statutory auditors of our Company pursuant to their certificate December 26, 2025.

*Not Annualized

Notes:

(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated

Standalone Financial Statements

(2) EBITDA is calculated as Profit before tax + Depreciation + Amortization+ Interest Expenses

(3) ‘EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

(4) ‘PAT is calculated as Profit after tax for the year/period.

(5) ‘PAT Margin is calculated as PAT for the period/year divided by revenue from operations.

(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity

(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity plus total debts plus deferred tax liabilities (net) less intangible assets.

(8) Debt includes long term borrowings and short-term borrowings.

Explanation for KPI metrics:

Key Financial Performance

Explanations
Revenue from Operations Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of our business

Key Financial Performance

Explanations
RoE(%) RoE provides how efficiently our Company generates profits from shareholders funds.
RoCE (%) RoCE provides how efficiently our Company generates earnings from the capital employed in the business.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to “Restated Financial Statements” beginning on page 208 of this Draft Red Herring Prospectus.

Factors Affecting our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” beginning on page 38 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

1. General economic and business conditions in the markets in which we operate;

2. Our ability to respond to technological changes;

3. Adverse natural calamities having significant impact on regions where we have our business operations;

4. Our ability to attract and retain qualified personnel;

5. Inability to promptly identify and respond to changing customer preferences or evolving trends;

6. Any change in government policies resulting in increases in taxes payable by us;

7. Changes in laws and regulations that apply to the industries in which we operate.

8. Our ability to grow our business;

9. General economic, political and other risks that are out of our control;

10. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

11. Companys ability to successfully implement its growth strategy and expansion plans;

12. Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;

13. Inability to successfully obtain registrations in a timely manner or at all;

14. Occurrence of Environmental Problems & Uninsured Losses;

15. Conflicts of interest with affiliated companies, the promoter group and other related parties;

16. Any adverse outcome in the legal proceedings in which we are involved; and

17. Concentration of ownership among our Promoters.

Our Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Standalone Financial Statements for the period ended on June 30, 2025 and financial year ended March 31, 2025, March 31, 2024 and March 31, 2023.

Particulars

June 30, 2025 % of Total Income March 31, 2025 % of Total Income March 31, 2024 % of Total Income March 31, 2023 % of Total Income

Revenue:

Revenue from operations 2350.44 99.73% 10,176.86 99.46% 6,851.74 99.68% 9,859.44 99.79%
Other income 6.36 0.27% 55.13 0.54% 21.99 0.32% 20.42 0.21%

Total Income (A)

2,356.80 100.00% 10,231.99 100% 6,873.73 100% 9879.86 100%

Expenses:

Purchase of stock- in-trade 2363.66 100.29% 8,344.98 81.56% 5,271.47 76.69% 8,506.53 86.10%
Changes in Inventories of Stock in trade -512.20 -21.73% -378.60 -3.70% 103.33 1.50% -365.1 -3.70%
Direct Expenses 37.23 1.58% 119.71 1.17% 137.13 1.99% 149.55 1.51%
Employee benefits expense 89.66 3.80% 508.37 4.97% 493.04 7.17% 575.36 5.82%
Finance costs 37.33 1.58% 121.31 1.19% 133.43 1.94% 125.54 1.27%
Depreciation and amortization expense 2.23 0.09% 9.25 0.09% 9.73 0.14% 13.43 0.14%
Other expenses 44.21 1.88% 217.42 2.12% 163.63 2.38% 260.56 2.64%

Total Expenses (B)

2,062.12 87.50% 8,942.44 87.40% 6,311.76 91.82% 9,265.87 93.79%

Profit before exceptional items and tax (A-B)

294.68 12.50% 1,289.55 12.60% 561.97 8.18% 613.99 6.21%
Extraordinary items 0 - 0 - 0 - -0.86 -

Profit before tax

294.68 12.50% >1,289.55 12.60% 561.97 8.18% 614.85 6.21%

Tax Expense: -

(i) Current tax 74.31 3.15% 321.64 3.14% 147.85 2.15% 164.74 1.67%
(ii) Deferred tax expenses/(credit) -0.15 -0.01% 5.78 0.06% -3.66 -0.05% -7.96 -0.08%

Total Tax Expenses (D)

74.16 3.15% 327.42 3.20% 144.19 2.10% 156.78 1.59%

Profit for the year (C-D)

220.52 9.36% 962.13 9.40% 417.78 6.08% 458.07 4.64%

OVERVIEW OF REVENUE AND EXPENSES

INCOME:

Revenue from operations:

Revenue from operations mainly consists of revenue from sale of products and commission income.

Other Income:

Our other income primarily comprises of Interest Income, Duty drawback, Office Rent Income, Insurance claim, Seminar Income, Exchange Rate Fluctuation Gain, Reversal of Gratuity Expense, Sundry balance written-back and Profit on Sale of assets.

EXPENSES:

Companys expenses consist of Purchase of stock in trade, changes in inventories of stock in trade, Direct expenses, employee benefits expense, finance costs, depreciation and amortization expense and other expenses.

Purchase of stock in trade

This represents purchases of finished goods and traded products that are acquired for the purpose of resale in the ordinary course of business.

Changes in Inventories of Stock in trade

This represents changes in inventories of stock in trade

Direct Expenses

Our Direct expenses consist of Custom duty, Freight & Clearing Forwarding Charges, Loading & unloading expense, Labour charges and Service charges.

Employee benefits expense

Our employee benefits expense primarily comprises of Salary and wages, Directors remuneration, contribution to PF, ESIC & other funds, staff welfare expenses and gratuity expense.

Finance costs

Our finance cost includes bank charges, bank interest on borrowings, Interest on tax expense, Bank processing fees and Interest on MSME.

Depreciation and amortization expense

Our Depreciation and amortization expenses primarily includes depreciation on tangible and amortization of intangible assets.

Other expenses

Our other expenses include Advertisement, Audit fees, Repair and Maintenance, Corporate Social Responsibility Expense, Electricity Expenses, Freight outward, Expenses, Insurance Expenses, Office Expenses, Professional & Legal Fees, Telephone & Internet Expense, Stationery and Postage Expenses, Travelling and Conveyance, Membership fees, Miscellaneous expenses, Sundry balance written-off, Commission Expense, Rent Expense, Penalty and late fees, Office Maintenance, Professional Tax, Repairing and Maintenance expense, ROC Expense, Website Development Expenses, Packing and Forwarding Expense, Municipal Tax, Inspection Expense, Sales Promotion Expense, Loss on sale of an Asset, Exchange Rate Fluctuation loss.

Comparison of Financial Year 2024-2025 with Financial Year 2023-2024

Revenue from Operations:

During the financial year ended March 31, 2025, our Company achieved revenue from operations of 10,176.86 Lakhs as compared to 6,851.74 Lakhs in the preceding financial year ended March 31, 2024, reflecting a year-on-year growth of 48.53%. The increase in revenue is primarily attributable to the rise in income generated from the sale of goods of our company.

Other Income:

During the Financial Year ended March 31, 2025, other income stood at 55.13 Lakhs as compared to previous financial year March 31, 2024 which stood at 21.99 Lakhs representing an increase of 150.70%. This increase is mainly due to the reversal of gratuity expense and significant increase in exchange rate fluctuation gain.

Total Income:

Total Income for the Financial Year ended March 31, 2025 stood at 10,231.99 Lakhs as compared to 6,873.73 Lakhs for the financial year March 31, 2024 representing an increase of 48.86%. The increase was due to increase in revenue from operations and other income.

Total Expenses:

Total Expenses for the Financial Year ended March 31, 2025 stood at 8,942.44 Lakhs as compared to 6,311.76 Lakhs for the financial year ended March 31, 2024 representing an increase of 41.68% which is due to the factors described below: -

Purchase of stock in trade:

The purchase of stock-in-trade increased from 5,271.47 lakhs in FY 2023-24 to 8,344.98 lakhs in FY 2024-25. The increase of 58.30% is attributable to the higher procurement requirements of the Company during the year. The Company expanded its business volumes catering to increased customer demand across its distribution segment, which resulted in rise in purchases.

Changes in Inventories of stock in trade:

Changes in inventories of stock in trade amounted to (378.60) lakhs for the year ended March 31, 2025, as compared to 103.33 lakhs for the year ended March 31, 2024 representing a decrease as compared to previous year.

Direct expenses:

Our Company has incurred 119.71 Lakhs as Direct expenses for the Financial Year March 31, 2025. It stood at 137.13 Lakhs during the financial year March 31, 2024 representing a decrease of 12.70% which was mainly due to the decrease in Custom duty expense and Freight & Clearing Forwarding Charges.

Employee benefits expense:

Our Company has incurred 508.37 Lakhs as Employee benefits expense for the Financial Year March 31, 2025. It stood at 493.04 Lakhs during the financial year March 31, 2024, representing an increase of 3.11%. The overall marginal increase in employee cost was due to nominal increase in directors remuneration, salary and wages and contribution to PF & ESIC and other funds.

Finance costs:

Finance costs for the Financial Year March 31, 2025 was 121.31 Lakhs. For financial Year March 31, 2024, it was 133.43 Lakhs, representing a decrease of 9.08%, which is mainly due to the decrease in interest on borrowings and interest on tax expense.

Depreciation and Amortization Expenses:

Depreciation and amortization expense amounted to 9.25 Lakhs for the year ended March 31, 2025, as compared to 9.74 lakhs for the year ended March 31, 2024, representing a nominal decrease of 4.98%.

Other Expenses:

Other Expenses for the Financial Year March 31, 2025 stood at 217.42 Lakhs. For Financial Year March 31,2024, other expenses were 163.63 Lakhs. The increase of 32.87% was mainly due to Corporate Social Responsibility, Repair & Maintenance expense, Freight Expenses, Legal & Professional fees, Commission expense, Rent Expense and other ancillary expenses.

Restated Profit/ (Loss) after tax:

The Company reported Restated profit after tax for the Financial Year March 31, 2025 stood at 962.13 Lakhs in comparison to profit after tax of 417.78 Lakhs in the financial year March 31, 2024. The increase in the profit after tax was due to aforementioned reasons.

Comparison of Financial Year 2023-2024 with Financial Year 2022-2023:

Revenue from Operations:

During the financial year ended March 31, 2024, our Company achieved revenue from operations of 6,851.74 lakhs, as compared to 9,859.44 lakhs in the preceding financial year ended March 31, 2023, reflecting a decrease of 30.51%. The decline in revenue is primarily attributable to the slump sale executed by the Company in the month of March of FY 2022-23. The slump sale was mainly for selling of business running under GSTIN 33AABCF2067J1ZT of Chennai Branch which had resulted in a reduction of business operations from that area and consequently a lower turnover in FY 2023-24 achieved. The decrease is therefore aligned with the reduced operational scale following the slump sale.

Other Income:

During the Financial Year March 31, 2024, other income was 21.99 Lakhs. For financial year March 31, 2023, it was 20.42 Lakhs representing an increase of 7.69%. This increase is attributable to Increase in insurance claim, Duty drawback and Sundry balance written back.

Total Income:

Total income for the Financial Year March 31, 2024 stood at 6,873.73 Lakhs. Total income for the financial year March 31,2023 stood at 9,879.86 Lakhs representing a decrease of 30.43%. The decrease was due to decrease in revenue from operations.

Total Expenses:

The Total Expenses for the Financial Year March 31,2024 stood at 6,311.76 Lakhs. The total expenses represented a decrease of 31.88 % as compared to previous year which is 9,265.87 Lakhs due to the factors described below: -

Purchase of stock in trade:

The purchase of stock-in-trade decreased by 38.03% from 8,506.53 lakhs in FY 2022-23 to 5,271.47 lakhs in FY 2023-24. This decrease is primarily attributable to the lower procurement requirements during the year, as the Company had sold business of Chennai branch running under GSTIN : 33AABCF2067J1ZT under a slump sale in FY 2022-23. The reduced scale of operations following the slump sale resulted in a proportionate decline in purchases in FY 2023-24.

Changes in Inventories of stock in trade:

Changes in inventories of stock in trade amounted to 103.33 lakhs for the year ended March 31, 2024, as compared to (365.10) lakhs for the year ended March 31, 2023. In FY 2023-24, the Companys inventory consisted solely of stock-in-trade, as the Company is engaged in the distribution and export of engineering products within the refrigeration and HVAC sectors and was not involved in any manufacturing activity. The positive movement in inventories during FY 2023-24 is primarily attributable to the slump sale of business of Chennai branch running under GSTIN: 33AABCF2067J1ZT in FY 2022-23, which resulted in a reduced scale of operations and consequently lower procurement and inventory requirements in the following year.

Direct expenses:

Our Company has incurred 137.13 Lakhs as Direct expenses for the Financial Year March 31, 2024. It stood at 149.55 Lakhs during the financial year March 31, 2023 representing a decrease of 8.30% mainly due to the decrease in Freight & Clearing and Forwarding Charges.

Employee benefits expense:

Our Company has incurred 493.04 Lakhs as Employee benefits expense for the Financial Year March 31, 2024. It stood at 575.36 Lakhs during the financial year March 31, 2023, representing a decrease of 14.31%. The overall decrease in employee cost was due to decrease in salary and wages and contribution to PF & ESIC and other funds and gratuity expense.

Finance costs:

Finance costs for the Financial Year March 31, 2024 stood at 133.43 Lakhs. For financial Year March 31, 2023, it stood at 125.54 Lakhs, representing an increase of 6.28%, which is mainly due to the increase in interest on borrowings and Bank charges.

Depreciation and Amortization Expenses:

Depreciation and amortization expense stood at 9.70 lakhs for the year ended March 31, 2024, as compared to 13.43 lakhs for the year ended March 31, 2023, representing a decrease of 27.52%. The decline is primarily attributable to lower depreciation on certain assets where the written-down value reduced due to accumulated depreciation in previous years, resulting in a lower charge during FY 2023-24.

Other Expenses:

Other Expenses for the Financial Year March 31,2024 stood at 163.63 Lakhs. For Financial Year March 31,2023, other expenses were 260.56 Lakhs. The decrease of 37.20% was mainly due to decrease in electricity expense, Professional & Legal fees, Commission expense, Rent Expense, Sales Promotion expense, and other ancillary expenses.

Restated Profit/ (Loss) after tax:

The Company reported Restated profit after tax for the Financial Year March 31, 2024 stood at 417.78 Lakhs in comparison to profit after tax of 458.07 Lakhs in the financial year March 31, 2023. The decrease in the profit after tax was due to aforementioned reasons.

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

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

1. Unusual or infrequent events or transactions

There are two different infrequent transactions occurred from FY 2022-2023 to FY 2024-2025 which is as under:

Type of Transaction

Date of Transaction Nature of Transaction
1 Slump Sale March 27, 2023 Slump Sale of Chennai Branch Business running under GSTIN : 33AABCF2067J1ZT through a slump sale agreement in compliance with Section 2(42C) of the Income-tax Act, 1961 to Beijer Ref India (South) Pvt. Ltd.
2 Subsidiary Acquisition January 10, 2025 Acquisition of 51% equity stake in Everestt Chillers Private Limited

Except as disclosed above there are no unusual or infrequent events or transactions in our Company.

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

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

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

Apart from the risks as disclosed under Section “Risk Factors” beginning on page 38 of the Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the sections “Risk Factors”, “Our Business” and “Managements Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 38, 148 and 216 respectively, to our knowledge, there is no future changes in relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

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

We are primarily engaged in the distribution and export of a comprehensive range of high-quality engineering products, with a primary focus on the refrigeration and HVAC (Heating, Ventilation, and Air Conditioning) industries. Relevant industry data, as available has been included in the chapter titled “Industry Overview” beginning on page no 129 of this Draft Red Herring Prospectus.

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

Except as disclosed in the Chapter “Our Business”, our Company has not announced any new product or service.

7. Seasonality of business

Our business is not subject to seasonality. For further information, see “Our Business” beginning on page 148

8. Dependence on single or few customers

Our business does not depend upon any single customer or vertical, our customers are widespread across vertical and geographies. For further details, refer “Risk Factors” beginning on page 38 of this Draft Red Herring Prospectus.

9. Competitive conditions

Competitive conditions are as described under the Chapter “Our Business” beginning on page 148 of this Draft Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. June 30, 2025.

Except as mentioned in this Draft Red Herring Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the Draft Red Herring Prospectus, which materially and adversely affect or are likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months. Our Company has approved the Draft Red Herring Prospectus vide resolution in the Board Meeting dated December 31, 2025.

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