OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
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 Red Herring Prospectus. The following discussion and analysis of our financial position and results of operations is based on our Restated Consolidated Financial Statements for the Financial Years ended March 31, 2026 and March 31, 2025 and our Restated Standalone Financial Statements for the Financial Year ended March 31, 2024 including the related notes and reports, included in this 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 reader’s level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.
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 27 and 25, respectively, and elsewhere in this 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), Quang Thang (VThermo), Kuzuflex, Refco, Mihama India Pvt. Ltd., and US HVAC & Weld Tools among others.
Geographical Presence
Our Company headquartered in Ahmedabad, Gujarat and has developed domestic presence through its warehouses located in Ahmedabad, 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 146 of this 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:
| ( in Lakhs except percentages and ratios) | |||
| Key Financial Performance | March 31, 2026 | March 31, 2025 | March 31, 2024 |
| Consolidated | Consolidated | Standalone | |
| Revenue from Operations (1) | 12,613.93 | 10,200.60 | 6851.74 |
| EBITDA (2) | 1,936.57 | 1,416.57 | 695.44 |
| EBITDA Margin (3) | 15.35% | 13.89% | 10.15% |
| PAT(4) | 1,210.39 | 953.99 | 417.78 |
| PAT Margin (5) | 9.60% | 9.35% | 6.10% |
| EBIT | 1,853.83 | 1,393.56 | 685.71 |
| RoE(%)(6) | 37.63% | 44.40% | 28.57% |
| RoCE (%)(7) | 28.93% | 28.98% | 24.54% |
| Capital Employed(7) | 6,407.80 | 4,808.24 | 2794.35 |
| Debt (8) | 2,611.47 | 2,189.74 | 1124.32 |
KPI disclosed above is certified by M/s S K Bhavsar & Co., Chartered Accountants the statutory auditors of our Company pursuant to their certificate August 22, 2026.
Notes:
(1)
Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements for the year ended March 31, 2026 and March 31, 2025, and Restated Standalone Financial Statements for the year ended March 31, 2024.(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.(5)
‘PAT Margin’ is calculated as PAT for the year divided by revenue from operations. (6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity(7)
Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as 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 |
| 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 Information" beginning on page 205 of this 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 27 of this 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. Company’s 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 Consolidated Financial Statements for the year ended March 31, 2026 and March 31, 2025, and Restated Standalone Financial Statements for the year ended March 31, 2024.
| ( in lakhs) | ||||||
| For the Financial Year ended | ||||||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | ||||
| Sr. No . Particulars | Amount | % of Total Income Consolidated | Amount | % of Total Income Consolidated | Amount | % of Total Income Standalone |
A. Revenue: |
||||||
| Revenue from operations | 12613.93 | 99.79% | 10,200.60 | 99.56% | 6,851.74 | 99.68% |
| Other income | 26.73 | 0.21% | 44.71 | 0.44% | 21.99 | 0.32% |
Total Income (A) |
12,640.66 | 100.00% | 10,231.99 | 100% | 6,873.73 | 100% |
B. Expenses: |
||||||
Cost of Material Consumed |
986.98 | 7.81% | 607.05 | 5.93% | - | - |
| Purchase of stock-in- trade | 9,816.93 | 77.66% | 7,684.45 | 75.00% | 5,271.47 | 76.69% |
| Changes in Inventories of Stock in trade | -1312.65 | -10.38% | -441.55 | -4.31% | 103.33 | 1.50% |
| Direct Expenses | 169.54 | 1.34% | 136.36 | 1.33% | 137.13 | 1.99% |
| Employee benefits expense | 627.89 | 4.97% | 568.04 | 5.54% | 493.04 | 7.17% |
| Finance costs | 244.32 | 1.93% | 125.57 | 1.23% | 133.43 | 1.94% |
| Depreciation and amortization expense | 82.74 | 0.65% | 23.01 | 0.22% | 9.73 | 0.14% |
| Other expenses | 397.78 | 3.15% | 261.02 | 2.55% | 163.63 | 2.38% |
Total Expenses (B) |
11,013.53 | 87.13% | 8,963.95 | 87.49% | 6,311.76 | 91.82% |
Profit before exceptional items and tax (A-B) |
1,627.13 | 12.87% | 1,281.36 | 12.51% | 561.97 | 8.18% |
| Extraordinary items | 0 | - | 0 | - | 0 | - |
C. Profit before tax |
1,627.13 | 12.87% | 1,281.36 | 12.51% | 561.97 | 8.18% |
D. Tax Expense: - |
||||||
| (i) Current tax | 423.27 | 3.35% | 326.51 | 3.19% | 147.85 | 2.15% |
| (ii) Deferred tax expenses/(credit) | (6.53) | -0.05% | 0.86 | 0.01% | -3.66 | -0.05% |
Total Tax Expenses (D) |
416.74 | 3.30% | 327.37 | 3.20% | 144.19 | 2.10% |
Profit before minority interest from E continuing operations (C-D) |
1,210.39 | 9.58% | 953.99 | 9.31% | 417.78 | 6.08% |
F Minority Interest |
30.14 | 0.24% | -1.01 | -0.01% | - | - |
Profit for the year (E- E. F) |
1,180.25 | 9.34% | 955.00 | 9.31% | 417.78 | 6.08% |
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:
Company’s 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.
Cost of material consumed
This represents the items consumed in manufacturing in the ordinary course of business.
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, Director’s 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 include 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, Professional Tax, ROC Expense, Packing and Forwarding Expense, Municipal Tax, Inspection Expense, Sales Promotion Expense and Security expenses.
Comparison of Financial Year 2025-2026 with Financial Year 2024-2025
The financial information for FY 2026 has been presented on a full year consolidated basis, whereas the financial information for FY 2025 includes the financial results of our subsidiary only from the date on which it became a subsidiary, i.e. January 10, 2025. Accordingly, the figures for the FY2026 and FY2025 are not strictly comparable.
Revenue from Operations:
During the financial year ended March 31, 2026 our Company achieved revenue from 12,613.93 Lakhs as compared to 10,200.60 Lakhs in the preceding financial year ended March 31, 2025, reflecting a year-on-year growth of 23.66%. The increase in revenue was primarily attributable to the rise in income generated from the sale of goods of our company as well consideration of full fiscal sales of our subsidiary in FY 2025-26 whereas in FY 2024-25 the sale of subsidiary was attributed from the date of acquisition i.e. January 10, 2025.
Other Income:
During the Financial Year ended March 31, 2026, other income stood at 26.73 Lakhs as compared to previous financial year March 31, 2025 which stood at 44.71 Lakhs representing a decrease of 40.21%. The decrease was mainly due to reduction in the exchange rate fluctuation income and reversal of gratuity expense recognised in the Financial Year 2024-25.
Total Income:
Total Income for the financial year ended March 31, 2026 stood at 12,640.66 Lakhs as compared to 10,245.31 Lakhs for the financial year March 31, 2025 representing an increase of 23.38%. The increase was primarily due to increase in revenue from operations.
Total Expenses:
Total Expenses for the financial year ended March 31, 2026 stood at 11,013.53 Lakhs as compared to 8,963.95 Lakhs for the financial year ended March 31, 2025 representing an increase of 22.86%. The increase was primarily attributable to higher purchases of stock-in-trade, cost of materials consumed, changes in inventories of stock in trade, direct expenses, employee benefit expenses, finance cost, depreciation and amortization expenses and other expenses.
Purchase of stock in trade:
The purchase of stock-in-trade increased from 7,684.45 lakhs in FY 2024-25 to 9,816.93 lakhs in FY 2025-26, representing an increase of 27.75%. The increase was 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 (1,312.65) lakhs in FY 2025-26, compared to (441.55) lakhs in FY 2024-25, representing a decrease of 871.10 lakhs in the expense line item, primarily due to a higher build-up of inventories during FY 2025-26.
Direct expenses:
Our Company has incurred 169.54 Lakhs as direct expenses for the financial year ended March 31, 2026. It stood at 136.36 Lakhs during the financial year ended March 31, 2025 representing an increase of 24.33% which was mainly due to the increase in Freight & Clearing Forwarding Charges and Labour Charges.
Employee benefits expense:
Our Company has incurred 627.89 Lakhs as Employee benefits expense for the financial year ended March 31, 2026. It stood at 568.04 Lakhs during the financial year ended March 31, 2025, representing an increase of 10.54%. The increase was primarily attributable to higher salary and wages cost and related contributions to provident fund & ESIC and other employee benefit schemes.
Finance costs:
Finance costs for the financial year ended March 31, 2026 were 244.32 Lakhs and for financial year ended March 31, 2025was 125.57 Lakhs, representing a increase of 94.57%. The increase was primarily attributable to higher interest on borrowings, bank processing fees and interest on tax expense.
Depreciation and Amortization Expenses:
Depreciation and amortization expense amounted to 82.74 Lakhs for the financial year ended March 31, 2026, as compared to 23.01 lakhs for the financial year ended March 31, 2025, representing an increase of 259.64%. The increase was primarily due to addition in plant and machinery and the resulting increase in depreciation during the financial year.
Other Expenses:
Other Expenses for the financial year ended March 31, 2026 stood at 397.78 Lakhs and for the financial year ended March 31,2025 was 261.02 Lakhs representing an increase in 52.39%. The increase was primarily attributable to higher commission expenses, advertisement, corporate social responsibility, electricity expenses, office expenses, packing & forwarding expense, repair & maintenance expense, freight expenses, rent expense, security charges, stationary expense, travelling expense, balance written-off and other operating expenses.
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA):
The Company reported EBITDA of 1,936.57 Lakhs for the financial year ended March 31, 2026 as compared to 1,416.57 Lakhs for the financial year ended March 31, 2025 representing an increase of 36.71 % year-on-year. The increase in the EBITDA was primarily attributable to the following factors:
Increase in revenue from operations: Revenue from operations increased to 12,613.93 Lakhs in financial year ended March 31, 2026 from 10,200.60 Lakhs in financial year ended March 31, 2025, reflecting a year-on-year growth of 23.66% which contributed to improved earnings before interest, tax, depreciation and amortisation.
Reduction in Employee Benefit Expenses: Employee Benefit expenses increased by Rs 59.85 Lakhs in the Financial Year 2025-26 due to higher remuneration paid to employees.
Restated Profit / (Loss) After Tax (PAT):
The Company reported a profit after tax of 1,210.39 Lakhs for the financial year ended March 31, 2026, as compared to 953.99 Lakhs for the financial year ended March 31, 2025 representing a year-on-year increase of 26.88%. The increase in profit after tax was primarily attributable to the increase on revenue from operations.
Comparison of Financial Year 2024-2025 with Financial Year 2023-2024
The financial information for FY 2025 has been presented on a consolidated basis, whereas the financial information for FY 2024 is presented on a standalone basis. Accordingly, the figures for the FY2025 and FY2024 are not strictly comparable, and suitable explanations have been provided wherever relevant.
Revenue from Operations:
During the financial year ended March 31, 2025 our revenue from operations was 10,200.60 Lakhs as compared to 6,851.74 Lakhs in the preceding financial year ended March 31, 2024, reflecting a year-on-year growth of 48.88%.
The increase in revenue was primarily driven by two factors:
a) Higher sales of compressors, refrigerants and ancillary products. The breakdown of revenue generated from the sale of compressors, refrigerants and ancillary products is set-forth in the table below:
| ( in Lakhs) | ||
| Products | For the financial year ended March 31, 2025 | For the financial year ended March 31, 2024 |
| (Consolidated) | (Standalone) | |
| Compressors | 4,540.00 | 2,970.00 |
| Refrigerants & Ancillary Products | 2,277.83 | 1,044.61 |
Revenue from compressors increased by 52.86 % to 4,540.00 lakhs in the financial year ended March 31, 2025 from 2,970.00 lakhs in the financial year ended March 31, 2024. Revenue from refrigerants and ancillary products increased by 118.06 % to 2,277.83 lakhs in the financial year ended March 31, 2025 from 1,044.61 lakhs in the financial year ended March 31, 2024.
b) The increase in revenue is also due to acquisition of our subsidiary and the consequent consolidation of its financial results in the financial year 2024-25 with those of the Company.
Other Income:
During the Financial Year ended March 31, 2025, other income stood at 44.71 Lakhs as compared to previous financial year ended March 31, 2024 which stood at 21.99 Lakhs representing an increase of 103.32%. The increase was mainly due to the higher exchange-rate fluctuation gains and the reversal of gratuity expense recognised during FY 2025.
Total Income:
Total Income for the Financial Year ended March 31, 2025 stood at 10,245.31 Lakhs as compared to 6,873.73 Lakhs for the financial year ended March 31, 2024 representing an increase of 49.05%. The increase was primarily due to increase in revenue from operations and other income.
Total Expenses:
Total Expenses for the Financial Year ended March 31, 2025 stood at 8,963.95 Lakhs as compared to 6,311.76 Lakhs for the financial year ended March 31, 2024 representing an increase of 42.02% which is due to the factors described below: -
Cost of material consumed:
The cost of material consumed amounted to 607.05 lakhs in the financial year ended March 31, 2025 whereas it was NIL in the financial year ended March 31, 2024. The increase was attributable to the inclusion of the subsidiary, which has manufacturing operations, in the consolidated financial statements for FY2025.
Purchase of stock in trade:
The purchase of stock-in-trade increased from 5,271.47 lakhs in the financial year ended March 31, 2024 to 7,684.45 lakhs in the financial year ended March 31, 2025. The increase of 45.77% was primarily 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 (441.55) lakhs for the financial year ended March 31, 2025, as compared to 103.33 lakhs for the financial year ended March 31, 2024 representing a decrease as compared to previous year.
Direct expenses:
Our Company has incurred 136.36 Lakhs as direct expenses for the financial year ended March 31, 2025. It stood at 137.13 Lakhs during the financial year ended March 31, 2024 representing a marginal decrease of 0.56% which was mainly due to the decrease in Custom duty expense and increase in labour charges.
Employee benefits expense:
Our Company has incurred 568.04 Lakhs as Employee benefits expense for the Financial Year ended March 31, 2025. It stood at 493.04 Lakhs during the financial year March 31, 2024, representing an increase of 15.21%. The increase in employee cost was primarily due to increase in employee’s salary and wages and contribution to provident fund & ESIC and employee benefit scheme.
Finance costs:
Finance costs for the financial year ended March 31, 2025 was 125.57 Lakhs and for financial year ended March 31, 2024, it was 133.43 Lakhs, representing a decrease of 5.89%, which is mainly due to the decrease in interest on borrowings and interest on tax expense and increase in bank processing fee.
Depreciation and Amortization Expenses:
Depreciation and amortization expense amounted to 23.01 Lakhs for the financial year ended March 31, 2025, as compared to 9.73 lakhs for the financial year ended March 31, 2024, representing an increase of 136.49% which was on account of acquisition of subsidiary in FY 2024-25.
Other Expenses:
Other Expenses for the financial year ended March 31, 2025 stood at 261.02 Lakhs. For financial year ended March 31,2024, other expenses was 163.63 Lakhs. The increase of 59.52% was mainly due to Corporate Social Responsibility, Repair & Maintenance expense, Freight Expenses, Legal & Professional fees, Commission expense, Rent Expense and other ancillary expenses.
Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA):
The Company reported EBITDA of 1,416.57 Lakhs for the financial year ended March 31, 2025 as compared to 695.44 Lakhs for the financial year ended March 31, 2024 representing an increase of 103.69 %. The increase in the EBITDA was primarily attributable to the following factor:
Revenue from operations increased to 10,200.60 Lakhs in the financial year ended March 31, 2025 from 6,851.74 Lakhs in the financial year ended March 31, 2024 to, reflecting a year-on-year growth of 48.88% which contributed to improved earnings before interest, tax, depreciation and amortisation.
Inclusion of the subsidiary’s operating earnings in the consolidated financial statements for FY2025 from January 10, 2025.
Restated Profit/ (Loss) after tax (PAT):
The Company reported a Profit After Tax of 953.99 Lakhs for the financial year ended March 31, 2025, as compared to 417.78 Lakhs for the financial year ended March 31, 2024 representing a year-on-year increase of 128.35%. The increase in profit after tax was primarily attributable to higher revenue from operations and improved operating profitability and the consolidation of the subsidiary.
Trade Receivables:
The Trade Receivables as a percentage of revenue for operations for the financial year ended March 31, 2026, March 31, 2025 and March 31, 2024 is set-forth in the table below:
| ( in Lakhs) | |||
| Particulars | For the financial year ended | ||
| March 31, 2026 | March 31, 2025 | March 31, 2024 | |
| (Consolidated) | (Consolidated) | (Standalone) | |
| Trade Receivable | 3,463.67 | 3,453.97 | 1,334.05 |
| Revenue from operation | 12,613.93 | 10,200.60 | 6,851.74 |
| Trade Receivables as % of Revenue from operations | 27.46% | 33.86% | 19.47% |
Explanation of fluctuations in trade receivables as a percentage to revenue from operations:
The ratio of trade receivables to revenue from operations has shown variation across the last three financial years. In FY 2024, receivables were lower relative to revenue, reflecting shorter collection cycles. In FY 2025, the ratio increased due to higher credit exposure and longer collection cycles, consistent with the credit period of up to 180 days extended to customers. In FY 2026, although revenue increased further, the ratio declined compared to FY 2025, indicating comparatively faster realization of receivables within the credit period.
RELATED PARTY TRANSACTIONS
For further information please refer "Restated Consolidated Financial Information - Note 38 - Related Party Transactions" and "Restated Standalone Financial Information - Note 34 - Related Party Transactions" on page RF 27 and RF 66 respectively the Red Herring Prospectus.
FINANCIAL MARKET RISKS
We are exposed to financial market risks from changes in borrowing costs, interest rates and inflation.
INTEREST RATE RISKS
We are currently exposed interest to rate risks to the extent of outstanding loans. However, any rise in future borrowings may increase the risk.
EFFECT OF INFLATION
We are affected by inflation as it has an impact on the material cost, operating cost, staff costs etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.
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:
| Sr. No. 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 27 of the 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 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 27, 146 and 213 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 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 127 of this 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 146
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 27 of this Red Herring Prospectus.
9. Competitive conditions
Competitive conditions are as described under the Chapter "Our Business" beginning on page 146 of this Red Herring Prospectus.
10. Details of material developments after the date of last balance sheet i.e. March 31, 2026.
Except as mentioned in this Red Herring Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the 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 Red Herring Prospectus vide resolution in the Board Meeting dated September 12, 2026.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
