Kanohar Electricals Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023. Unless context requires otherwise, the financial information in this section has been derived from our Restated Financial Information included in this Draft Red Herring Prospectus. The following discussion should be read together with our Restated Financial Information for the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023 and the schedules and notes thereto, which appear elsewhere in this Draft Red Herring Prospectus. For further information, see "Restated Financial Information " on page 308. Our Restated Financial Information has been prepared in accordance with Ind AS. Ind AS differs in certain material respects from IFRS and US GAAP. See "Risk Factors - Significant differences exist between Indian accounting standard ("Ind AS") and other accounting principles, such as internationalfinancial reporting standards ("IFRS") and United States generally accepted accounting principles ("U.S. GAAP"), which may be material to investors assessments of our financial condition. " on page 70. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the twelve months ended March 31 of that year.

Some of the information in the following discussion, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read "Forward-Looking Statements " on page 17 for a discussion of the risks and uncertainties related to those statements and "Risk Factors" on page 30 for a discussion on certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. The following information is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in this Draft Red Herring Prospectus, including the information contained in "Risk Factors", "Industry Overview", "Managements Discussion and Analysis of Financial Condition and Results of Operations" and "Financial Information - Restated Financial Information" on pages 30, 168, 373 and 308, respectively.

Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in particular, the report titled "Industry Research Report on Power Transmission Sector" dated January 23, 2026 (the "CARE Report") prepared and issued by CARE Analytics and Advisory Private Limited (formerly known as CARE Risk Solutions Private Limited), pursuant to an engagement letter dated June 26, 2025. The CARE Report has been exclusively commissioned and paid for by us in connection with the Offer. The data included herein includes excerpts from the CARE Report and may have been re-ordered by us for the purposes of presentation. A copy of the CARE Report is available on the website of our Company at https://www.kanohar.com/IPO. Unless otherwise indicated, financial, operational, industry and other related information derived from the CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For further information, see "Industry Overview" on page 168. Also see, "Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation - Industry and Market Data" on page 14. Further, the reference to "segments" in this section derived from CARE Report refers to end-use sectors in accordance with the presentation, analysis and categorization in the CARE Report, and does not constitute segment classification under Ind AS 108, Operating Segments. Our Company operates in a single reportable segment i.e. power system, accordingly, there is no reportable segment to be disclosed as required by Ind AS - 108 "Segment Reporting" and we do not present such industry segments as operating segment. For more information, see "Risk Factors - Certain sections of this Draft Red Herring Prospectus contain information from the CARE Report which has been commissioned by us and any reliance on such information for making an investment decision in this Offer is subject to inherent risks. " on page 68. Please also see, "Definitions and Abbreviations" on page 1 for certain terms and abbreviations used under this section.

OVERVIEW

We are one of the leading domestic players in transformer manufacturing in terms of revenue in Fiscal 2025. We cater to high growth industries such as power transmission, railways, renewable energy, and power distribution (Source: CARE Report). As on September 30, 2025, we are one of five companies in India to have the short circuit test certification for 500 MVA 400 kV transformers that are used in the power transmission industry (Source: CARE Report). We conduct short circuit testing of our transformers at a scale and as on September 30, 2025, have tested over 200 ratings. We are one of four manufacturers in India who are certified by Research Designs and Standards Organisation (RDSO), the research and development wing of Indian Railways, to manufacturing 100 MVA 132 kV Scott transformers. We are also one of two Indian manufacturers certified to manufacture 100 MVA 220 kV Scott transformers, both of which cater to the demand for rail network electrification from the Indian Railways (Source: CARE Report). Through our backward integrated facilities, we offer a wide range of products and solutions for Indias energy infrastructure, particularly in the manufacture of transformers with our in -house technology. We are led by our Promoter, Chairman and Managing Director, Dinesh Singhal, who is graduate of Indian Institute of Technology Roorkee (formerly known as University of Roorkee), with over 40 years of experience in the transformer manufacturing industry.

We operate our business in two segments, i.e., (i) Transformer Manufacturing Business; and (ii) EPC Business. Our revenue from operations for the six-month period ended September 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023 from our Transformer Manufacturing Business and our EPC Business is set out below:

		(in Rs. million, except percentages)
S. No	Business segment	Six-month period ended September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
		Revenue from operation s	% of revenue from operation s	Revenue from operation s	% of revenue from operation s	Revenue from operation s	% of revenue from operation s	Revenue from operation s	% of revenue from operation s
1.	Transformer Manufacturing Business	1,254.25	75.75	3,837.94	85.17	1,431.97	51.75	1,560.32	51.37
2.	EPC Business	396.83	23.97	660.47	14.66	1,329.72	48.06	1,472.78	48.48
	- EPC solutions for substations	270.14	16.32	296.09	6.57	1,152.45	41.65	1,344.47	44.26
	- EPC solutions for transmissio n lines	126.69	7.65	364.38	8.09	177.27	6.41	128.31	4.22
3.	Other operating revenue	4.70	0.28	7.71	0.17	5.21	0.19	4.58	0.15
	Revenue from operations	1,655.78	100.00	4,506.12	100.00	2,766.90	100.00	3,037.68	100.00

The tables below set out details of our Order Book by business segments and types of clients, as of the Fiscals/ period indicated:

						(In Rs. million, except percentages)
S. Business segment				Order Book
No.	As of September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount of Order Book	% of total Order Book	Amount of Order Book	% of total Order Book	Amount of Order Book	% of total Order Book	Amount of Order Book	% of total Order Book
(i) Transformer Manufacturing Business	13,643.88	83.42	6,245.29	72.50	3,454.75	57.98	2,363.69	45.25
- Power transformers	9,108.50	55.69	5,280.64	61.30	2,569.04	43.12	1,560.00	29.86
- Traction transformers	360.00	2.20	45.83	0.53	116.63	1.96	480.76	9.20
- Scott transformers	2,451.13	14.99	326.80	3.79	753.00	12.64	Nil	N.A.
- Shunt reactors	1,717.85	10.50	590.00	6.85	Nil	N.A.	265.71	5.09
- Distribution transformers	6.40	0.04	2.02	0.02	16.08	0.27	57.22	1.10
(ii) EPC Business	2,711.72	16.58	2,369.43	27.50	2,503.73	42.02	2,860.06	54.75
(a) EPC solutions for substations	1,335.77	8.17	1,475.27	17.12	1,841.70	30.91	2,226.51	42.62
(b) EPC solutions for transmission lines	1,375.95	8.41	894.16	10.38	662.03	11.11	633.55	12.13
Total (i)+(ii)	16,355.60	100.00	8,614.72	100.00	5,958.48	100.00	5,223.75	100.00

Note: As certified by Pawan Shubham & Co., Chartered Accountants, with firm registration number 011573C, pursuant to their certificate dated January 23, 2026.

						(In Rs. million, except percentages)
S. Type of				Order Book
No. clients	As of September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount of Order Book	% of total Order Book	Amount of Order Book	% of total Order Book	Amount of Order Book	% of total Order Book	Amount of Order Book	% of total Order Book
(i) Government sector	15,630.22	95.56	8,353.31	96.97	4,873.29	81.79	4,883.65	93.49
(a) Transformer Manufacturing Business	12,918.50	78.98	5,983.86	69.47	2,369.55	39.77	2,023.61	38.74
(b) EPC Business	2,711.72	16.58	2,369.45	27.50	2,503.74	42.02	2,860.04	54.75
(ii) Private sector	725.38	4.44	261.41	3.03	1,085.19	18.21	340.10	6.51
(a) Transformer Manufacturing Business	725.38	4.44	261.41	3.03	1,085.19	18.21	340.10	6.51
(b) EPC Business	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Total	16,355.60	100.00	8,614.72	100.00	5,958.48	100.00	5,223.75	100.00

Note: As certified by Pawan Shubham & Co., Chartered Accountants, with firm registration number 011573C, pursuant to their certificate dated January 23, 2026.

We have over 40 years of experience in our Transformer Manufacturing Business. As a part of our Transformer Manufacturing Business, we manufacture five different types of transformers with customized technical specifications to address the energy needs of industries to which we cater, which include power transmission, railways, renewable energy and power distribution. Set out below are details regarding the transformers that we manufacture and the customers that we cater to as part of our Transformer Manufacturing Business:

S. No.	Sector	Products	Product Application	Technical specifications	Key Customers
1.	Power transmission	Power transformers	Used to step up or step-down voltage levels in electrical grids, enabling efficient power transmission over long distances while minimizing energy losses.	Up to 500 MVA and 400 kV.	- BNC Power Projects Ltd
2.	Railways	(iii) Traction transformers	(i) Traction transformers are used to supply power to electric trains by	(i) Traction transformers: 30.24 MVA and 132 kV;	- Blue Star Limited
		(iv) Scott transformers	converting high voltage AC from the grid to the	and 30.24 MVA and 220 kV.
			required voltage for railway electrification systems.	(ii) Scott transformers: 100 MVA and 220/2x55 kV; and
			(ii) Scott transformers are used to convert three phase power into two phase power for highspeed railways.	100 MVA and 132/2x55 kV.
3.	Renewable energy	Shunt reactors	Used to compensate for reactive power, stabilize voltage levels, and improve grid efficiency in wind and solar power transmission systems.	Up to 125 MVAR and 400 kV.	- EPC players and renewable OEM solution providers*
4.	Power distribution	Distribution transformers	Used to step down high voltage electricity from transmission lines to lower voltages suitable for safe and efficient delivery to homes, businesses, and industries in the distribution network.	Up to 5.5 MVA and 33 kV.	- Bhutan Power Corporation Limited

* As on the date of this Draft Red Herring Prospectus, we have not received consents from our customers from the renewable energy sector for disclosure of their names.

Set out below is the split of revenue from operations for the six-month period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, from the various products in our Transformer Manufacturing Business:

	(in Rs. million, except percentages)
S. Product No.	Six-month period ended September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue from operations	% of total revenue from operations	Revenue from operations	% of total revenue from operations	Revenue from operations	% of total revenue from operations	Revenue from operations	% of total revenue from operations
1. Power transformers	1,029.43	62.17	2,422.40	53.76	656.60	23.73	846.75	27.88
2. Traction transformers	62.65	3.78	71.83	1.59	383.17	13.85	429.08	14.13
3. Scott transformers*	160.25	9.68	1,333.89	29.60	Nil	N.A.	Nil	N.A.
4. Shunt reactors#	Nil	N.A.	Nil	N.A.	327.32	11.83	200.28	6.59
5. Distribution transformers	1.92	0.12	9.82	0.22	64.88	2.34	84.21	2.77
Total	1,254.25	75.75	3,837.94	85.17	1,431.97	51.75	1,560.32	51.37

* We introduced Scott transformers as part of our product portfolio in Fiscal 2025.

# The revenue from operations for the six-month period ended September 30, 2025 and the Fiscal 2025 is Nil due to operational reasons as our Company has focused on prioritising orders from other sectors.

We conduct short circuit testing of our transformers at a scale and as on September 30, 2025, have tested over 200 ratings, including, for 500 MVA and 400 kV transformers. Such successful lab testing has positioned us to be among a select group of transformer manufacturers equipped to be eligible and qualify to bid for certain key orders. This is observed from an increase in our sales of 500 MVA 400 kV power transformers in Fiscal 2025 and the recent Rs. 5,686.69 million order for 500 MVA 400 kV power transformers from Indias largest electricity transmission company, Power Grid Corporation of India Limited (POWERGRID) in June 2025 (Source: CARE Report).

In 2013, in an endeavour to increase our total addressable market in the power transmission and power distribution sectors, we also entered the EPC Business for substations and in 2021 forayed into transmission lines up to 400 kV class. Such integration of our EPC Business enables us to provide single window solutions by undertaking EPC projects in addition to our Transformer Manufacturing Business. Our EPC Business services for substations include turnkey installation of air and gas insulated substations and bay augmentation in existing substations up to 400kV class; and turnkey installation of transmission lines across 132 kV, 220 kV and 400 kV. Certain key customers for whom we have executed EPC projects include central and state utilities in the states of Delhi, Himachal Pradesh, Maharashtra and Rajasthan. For details of one of the contracts where we were able to capitalise our ability to manufacture products as well as provide EPC solutions, see Description of our Business - Case Study" on page 262.

We also have the capability to manufacture GIS, which is used in high voltage power networks to safely and reliably control and protect electrical equipment in compact environments such as electrical substations. We have a technical collaboration with CHEM, a global player in GIS SF6 technology (Source: CARE Report). We entered into the collaboration agreement with CHEM in 2017, whereunder we manufactured and supplied up to 252 kV GIS bays from our Gangol Manufacturing Facility to transmission utilities of Uttarakhand and Himachal Pradesh.

We have a backward integrated setup that supports in-house production of critical components for our transformers such as transformer tanks and radiators. This backward integration ensures stringent quality control, operational efficiency, and cost optimization of our transformer tanks and radiators. We source steel plates which are then cut, welded and transformed into transformer tanks, as opposed to procuring the transformer tanks from third-party suppliers. We also manufacture pressed steel radiators in-house, which serve as cooling components for our transformers. Cold rolled close annealed steel coils are cut, pressed, welded and assembled into radiator elements. One of our objects of the Offer for which we propose to utilise a portion of Net Proceeds includes purchase of new machinery and equipment at our Gangol Manufacturing Facility for increasing our transformer manufacturing capacity, expanding and automating our backward integration facilities and enhancing operational efficiency. For details, see "Objects of the Offer" on page 132.

We operate two manufacturing facilities in Rithani, Meerut, Uttar Pradesh ("Rithani Manufacturing Facility") and Gangol, Meerut, Uttar Pradesh ("Gangol Manufacturing Facility" and collectively with Rithani Manufacturing Facility, "Manufacturing Facilities") with an aggregate transformer manufacturing capacity of 19,200 MVA as on September 30, 2025. Our Manufacturing Facilities are ISO-certified including ISO 9001:2015, iSo 14001:2015 and ISO 45001:2018 and house testing laboratories which are accredited by the National Accreditation Board for Testing and Calibration Laboratories. The inhouse testing laboratory supports routine and type tests including, amongst others, impulse and temperature rise, enabling prototype validation, and standard product verification. We conduct product development through an integrated engineering team embedded within our transformer design operations.

As on September 30, 2025, we have five strategically located regional offices, in NCT of Delhi, Mumbai, Maharashtra, Kolkata, West Bengal, Bangalore, Karnataka, and Chennai, Tamil Nadu, and a team of over 497 employees to cater to our customers across India.

Across our Transformer Manufacturing Business and EPC Business, we have successfully executed orders in the states of Punjab, Rajasthan, Gujarat, Assam, Himachal Pradesh, Bihar, Maharashtra, Madhya Pradesh, Jharkhand and Karnataka. Set out below is our geography-wise revenue from operations:

	(in Rs. million, except percentages)
State	Six-month period ended September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue  from Operations	% of revenue from operations	Revenue from Operations	% of revenue from operations	Revenue from Operations	% of revenue from operations	Revenue from Operations	% of revenue from operations
Punjab	601.62	36.33	314.41	6.98	707.53	25.57	87.25	2.87
Rajasthan	209.58	12.66	1,376.19	30.54	832.16	30.08	430.89	14.18
Gujarat	156.30	9.44	669.69	14.86	Nil	N.A.	Nil	N.A.
Assam	148.50	8.97	496.77	11.02	225.70	8.16	Nil	N.A.
Himachal Pradesh	79.28	4.79	88.91	1.97	64.34	2.33	321.13	10.57
Bihar	65.77	3.97	60.00	1.33	71.71	2.59	887.17	29.21
Maharashtra	14.16	0.86	457.55	10.15	99.70	3.60	344.87	11.35
Madhya Pradesh	13.07	0.79	254.35	5.64	268.29	9.70	0.06	Negligible
Jharkhand	12.86	0.78	509.41	11.30	280.54	10.14	198.97	6.55
Karnataka	Nil	N.A.	209.24	4.64	0.43	0.02	247.65	8.15
Others*	354.64	21.41	69.60	1.54	216.50	7.81	519.69	17.11
Total revenue from operations	1,655.78	100.00	4,506.12	100.00	2,766.90	100.00	3,037.68	100.00

* Other states include Arunachal Pradesh, Dadra and Nagar Haveli, Delhi, Haryana, Jammu and Kashmir, Kerala, Odisha, Sikkim, Thimphu, Bhutan, Uttar Pradesh, Uttarakhand and West Bengal.

While we have not exported any of our products in Fiscals 2023, 2024 and 2025, and the six-month period ended September 30, 2025, we have a track record of servicing customers in various countries located across the United States, South Asia, South-East Asia, the Middle East, and West Africa, demonstrating our capabilities to cater to foreign markets.

Our leadership, strategy and execution efforts are currently overseen by the third generation of Promoters. Our Individual Promoter, Chairman and Managing Director, Dinesh Singhal, is a graduate of Indian Institute of Technology Roorkee (formerly known as University of Roorkee), with over 40 years of experience in the transformer manufacturing industry. Our Individual Promoter and Whole-time Director, Adesh Singhal, a graduate of Indian Institute of Technology Roorkee (formerly known as University of Roorkee), has been associated with our Company since 1981. Our Individual Promoter and Whole-time Director, Vivek Singhal, a graduate of Indian Institute of Technology Bombay, has been associated with our Company since 2000. Our

Individual Promoter and Whole-time Director, Abhishek Singhal, a graduate of Indian Institute of Technology Delhi, has been associated with our Company since 2002 and currently leads our design and development activities.

The following table sets forth certain key performance indicators for the periods indicated:

Particulars		As of and for the			CAGR (Fiscal
	Six-month period ended September 30, 2025	Fiscal 2025	Fiscal 2024	Fiscal 2023	2023 to Fiscal 2025) (%)
Annual Installed Capacity?	19,200	19,200	15,000	15,000	13.14
Order Book(2)	16,355.60*	8,614.72	5,958.48	5,223.75	28.42
Revenue from operations? (in Rs. million)	1,655.78*	4,506.12	2,766.90	3,037.68	21.80
Y-o-Y Revenue Growth? (in %)	N.A.	62.86	(8.91)	N.A.	N.A.
Total Income? (in Rs. million)	1,706.25*	4,572.96	2,811.21	3,069.72	22.05
Gross Margin? (in %)	43.16*	32.51	28.80	23.60	17.37
EBITDA? (in Rs.million)	427.29*	933.92	310.72	283.59	81.47
EBITDA Margin? (in %)	25.81*	20.73	11.23	9.34	49.00
PAT for the year(9) (in Rs. million)	306.71*	651.18	177.55	168.09	96.83
PAT Margin(10) (in %)	17.98*	14.24	6.32	5.48	61.26
ROE(11) (in %)	11.86*	30.92	10.49	11.06	67.23
ROCE(12) (in %)	19.64*	47.61	16.69	20.83	51.16
Gross Debt/ Equity(13) (in times)	0.15	0.13	0.24	0.15	(5.03)
Gross Debt/ EBITDA(14) (in times)	0.97*	0.35	1.35	0.83	(35.59)
Net Fixed Asset Turnover Ratio(15) (in times)	5.48*	16.76	11.37	11.93	18.52
Net Working Capital Days(16) (number of days)	197	113	124	64	32.88

* Figures are not annualised.

Notes:

(1) Annual Installed Capacity is based on two 8-hour shifts per day and 300 working days per year and the capacity for the six-month period ended September 30, 2025 has been annualized.

(2) Order Book is calculated as opening order book during the year/period + orders received during the year/period — revenue recognised during the year/period.

(3) Revenue from Operations is calculated as revenue from sale of goods + revenue from sale of services + other operating revenue.

(4) Y-o-Y Revenue Growth is calculated as (Revenue from operations of the current year/revenue from operations of the previous year) — 1.

(5) Total Income is calculated as revenue from operations + other income

(6) Gross margin is calculated as Gross profit/revenue from operations, where Gross profit = revenue from operations — cost of goods sold ("COGS"); and COGS = cost of material consumed + purchase of stock in trade + changes in inventories of finished goods, stock-in-trade and work-in-progress.

(7) EBITDA is calculated as profit before tax + finance cost + depreciation and amortization expense - other income

(8) EBITDA Margin is calculated as EBITDA/ revenue from operations

(9) PAT for the year is calculated as profit before tax — total tax expense ("PAT")

(10) PAT Margin is calculated as PAT/ Total income

(11) ROE is calculated as Restated profit/(loss) after tax for the relevant fiscal or period/average of opening and closing equity for such fiscal or period

(12) ROCE is calculated as EBIT/ average capital employed; where: EBIT = EBITDA — depreciation and amortization, and capital employed = total equity + non-current borrowings + current borrowings — cash and cash equivalents and bank balances other than cash and cash equivalents

(13) Gross Debt/ Equity is calculated as Gross Debt = total non-current borrowings + current borrowings, and Equity = equity share capital + other equity

(14) Gross Debt/ EBITDA is calculated as gross debt/ EBITDA

(15) Net Fixed Asset Turnover Ratio is calculated as revenue from operations/average net fixed assets; where: average net fixed assets = net fixed assets (current year) + net fixed assets (previous year)/2, and net fixed assets = property, plant and equipment

(16) Net Working Capital Days is calculated as net working capital days = trade receivables days + inventory days — trade payable days; where Trade Receivable Days = average of opening and closing trade receivables for the year/period/revenue from operations * 365 days (182 days for the period ending September 30, 2025, and 366 days for Fiscal 24), inventory days = average of opening and closing inventories for the year/period/cost of goods sold * 365 days (182 days for the period ending September 30, 2025, and 366 days for Fiscal 24), and trade payable days = average of opening and of opening and closing trade payables for the year/period/cost of goods sold * 365 (182 days for the period ending September 30, 2025, and 366 days for Fiscal 2024).

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

1. Government and utility sector power transmission and distribution, railway infrastructure spending/ budgetary allocations

A significant portion of our revenues are derived from central and state electricity utilities, transmission and distribution companies, PSUs, railways, renewable energy developers, and large infrastructure contractors. Consequently, our business and results of operations are directly and indirectly dependent on government infrastructure spending, budgetary

allocations, and policies in the power and renewable energy sectors, as well as associated regulatory developments. These factors are subject to political, economic and strategic considerations that are beyond our control.

We are dependent on our customers from the High Growth Sectors for a significant portion of our operating revenue. Set out below are details of our operating revenue generated from the High Growth Sectors, for the period/ Fiscals indicated:

	(In Rs. million, except percentages)
End-user industry	Six-month period ended September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount (in Rs. million)	% of revenue from operations	Amount (in Rs. million)	% of revenue from operations	Amount (in Rs. million)	% of revenue from  operations	Amount (in Rs. million)	% of revenue from operations
Power transmission	1,277.66	77.16	2,528.54	56.11	1,764.51	63.77	2,269.05	74.70
Railways	222.90	13.46	1,404.22	31.16	380.97	13.77	428.60	14.11
Renewable energy	Nil	N.A.	Nil	N.A.	325.44	11.76	200.03	6.58
Total	1,500.56	90.62	3,932.76	87.27	2,470.92	89.30	2,897.68	95.39

Any economic cyclicality coupled with reduced demand or negative trends in these sectors, or other industries in which we operate, could have a material adverse effect on our business, financial condition and results of operations. Further, demand for transformers is largely dependent on the growth of the Indian power sector, which in turn is closely linked to the pace of economic growth and government policies. A slowdown in economic growth or a policy shift impacting the power generation, transmission and distribution industry could materially reduce demand for our products and adversely affect our business and results of operations.

2. Timings and receipt of project awards and tenders

Our financial performance and growth prospects are significantly dependent on the timing and receipt of project awards and tenders in the power, railway and renewable energy infrastructure sectors. A substantial portion of our revenues are derived from government and PSUs as well as other infrastructure developers, who typically follow a competitive tendering process for awarding projects. The volume and timing of such tenders are dependent on government budgetary allocations, infrastructure priorities, approval processes and policy directions, which are outside our control.

Set out below are the details of our revenue from tenders floated by government and private entities during the six-month period ended September 30, 2025 and preceding three Fiscals.

	(In Rs. million, except percentages)
Particulars	Six-month period ended September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount (in Rs. million)	% of revenue from operations	Amount (in T million)	% of revenue from operations	Amount (in Rs. million)	% of revenue from operations	Amount (in Rs. million)	% of revenue from operations
Revenue from tenders floated by the government entities	1,482.16	89.51	2,887.92	64.09	2,492.91	90.10	2,668.70	87.85
Revenue from tenders floated by the private entities	173.62	10.49	1,618.20	35.91	273.99	9.90	368.98	12.15
Total	1,655.78	100.00	4,506.12	100.00	2,766.90	100.00	3,037.68	100.00

Any delay in the announcement of new tenders, deferment of approvals, or cancellation of tenders could adversely affect the pace of execution of our projects, Order Book position and revenue recognition.

Our EPC Business is also dependent on timely release and award of projects by state and central government entities. These projects are subject to multiple layers of approvals, budget clearances and funding availability, which can delay tendering cycles. In addition, certain projects may be cancelled, restructured, or deferred due to changes in government priorities or financial constraints.

3. Technological obsolescence and product innovation

The power transmission industry is witnessing rapid technological advancements, driven by increasing emphasis on energy efficiency, adoption of smart grids, digitalization of power infrastructure and advanced short circuit testing

capabilities. To remain competitive, we are required to continuously upgrade our technology, manufacturing processes and product portfolio in line with evolving industry standards and customer requirements.

Our inability to adopt new technologies or develop innovative products in a timely and cost-effective manner may adversely affect our competitiveness, order inflows and long-term growth prospects. Any delay in adopting technological advancements or failure to innovate could result in our products becoming less attractive to customers, thereby impacting our ability to win new tenders and retain existing clients.

Additionally, product innovation often requires significant investments in research and development, testing and certification. If we are unable to make adequate investments or recover these costs through higher pricing or increased sales volumes, our margins and financial performance may be adversely affected.

While we do not have long-term supply agreements, we have established strong relationships with our suppliers, both domestic and international. Our top 10 suppliers accounted for Rs.1,420.58 million, Rs.1,864.53 million, Rs.1,432.06 million and Rs.1,547.00 million, representing 75.71%, 70.65%, 63.03% and 63.05% of our total cost of raw materials and components purchased for the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively.

Despite this, our business remains exposed to raw material price volatility. Global commodity prices of copper, CRGO steel, mild steel and transformer oil are influenced by a wide range of factors including demand-supply imbalances, inflationary pressures, currency fluctuations, environmental regulations, tariffs, international trade restrictions and geopolitical developments. Any significant increase in input costs, without a corresponding increase in product pricing through pass-through mechanisms available under certain contracts, may adversely affect our profitability and gross margins.

Further, certain raw materials, particularly insulating materials like enamel and paper, can be procured only from a limited number of qualified suppliers due to the criticality of maintaining specific process compositions. This further restricts our sourcing flexibility. Any delay in supplies, inability to secure raw materials at competitive prices, or loss of a key supplier could affect our ability to manufacture products in a timely and cost-effective manner.

4. Cost and availability of raw materials

Our operations depend heavily on the availability and cost of key raw materials such as copper, CRGO steel, mild steel, transformer oil, insulating materials (including enamel and paper), and packing materials. These raw materials are critical to our manufacturing processes, and any disruption in their availability or increase in their cost could adversely affect our operations.

Copper and CRGO steel are the most significant inputs, and their prices are highly volatile due to fluctuations in global commodity markets, currency movements, changes in supply-demand dynamics, and international trade policies. While we currently follow a back-to-back booking arrangement with customers for copper procurement to mitigate volatility, any sharp movement in commodity prices or inability to pass through increased costs to our customers may adversely impact our profitability.

In addition, the supply base for certain insulating materials such as enamel and paper is limited due to the criticality of maintaining precise process compositions. This restricts the number of qualified suppliers we can source from and increases our dependence on a few players. For other raw materials and components, although we source from a network of both domestic and international suppliers, our purchases are concentrated, with our top suppliers contributing a significant proportion of our raw material procurement. We do not have long-term supply contracts with most of our vendors, relying instead on long-standing business relationships and periodic POs.

Any disruption in supply due to operational breakdowns, financial difficulties of suppliers, geopolitical factors, regulatory restrictions, or logistical delays could affect our ability to procure raw materials in a timely and cost-efficient manner. Further, raw materials are also subject to risks of inflationary trends, supply shortages, currency volatility and changes in import duties or government policies.

Any significant increase in input costs, coupled with an inability to secure alternate sourcing arrangements or pass on such costs to our customers, may adversely impact our gross margins, cash flows and overall financial condition. Conversely, prolonged supply shortages or supplier concentration risks could affect our ability to meet customer delivery schedules, potentially resulting in loss of business or reputational damage.

5. Competitive landscape

We face significant competition in our business from other manufacturers and suppliers in the transformer manufacturing and EPC sectors. The transformer and EPC industries are characterized by intense competition, driven by the presence of organized players with established capacities, as well as a large number of unorganized players. The pace of innovation

in product development, digitalization and energy efficiency requirements further intensifies the competitive environment, requiring companies to continuously upgrade their technology, product offerings and execution capabilities to remain relevant in the market.

Our competitors may possess wider product portfolios, larger sales and service networks, greater brand recognition and access to financial, technological and research resources as compared to us. Many of them may also have stronger marketing and distribution capabilities, larger manufacturing capacities and established long-term customer relationships, which may provide them with significant competitive advantages. Certain competitors may specialize in niche product verticals or EPC solutions and may be able to dedicate significantly greater resources towards developing technologically superior products, thereby gaining enhanced customer visibility in those segments.

In addition, our competitors may enter into business alliances or strategic partnerships to strengthen their market position or expand their product and service portfolios. Such alliances may also limit our ability to enter into similar arrangements, which could adversely affect our competitive position. Increasing competition in the industry may result in pricing pressures, margin erosion, reduced profitability, or loss of market share.

To maintain and grow our market share, we are required to compete effectively on multiple fronts including pricing, product quality, technological advancement, delivery timelines, after-sales service and customer relationships. Any inability to compete successfully in these areas may substantially harm our business prospects, financial condition and results of operations.

6. Government regulations and policies

We operate in an industry that is subject to extensive regulation, and our operations are governed by various central, state and local laws relating to environmental protection, industrial safety, electricity and rail infrastructure. We are required to obtain and maintain multiple statutory and regulatory licenses, registrations, permits and approvals for carrying out our business activities and operating our manufacturing facilities, warehouses, branch offices and project sites. These requirements relate, among other things, to occupational health and safety, emissions and discharges, handling, storage and disposal of hazardous materials, and compliance with electricity and rail sector regulations.

Our manufacturing processes generate hazardous waste such as oil, waste enamel, waste thinner and empty oil or enamel containers, which are handled in accordance with applicable environmental laws and disposed of through authorized treatment facilities. Any lapse in compliance, whether due to operational issues, regulatory inspections or evolving requirements, could result in penalties, suspension of operations, or closure of facilities.

Further, regulatory approvals and licenses obtained by us are subject to various conditions, some of which are onerous and may require substantial compliance expenditure. Any tightening of existing regulatory requirements, introduction of new environmental or industrial safety standards, or delays in obtaining renewals or approvals, could increase our compliance costs and adversely impact our operations and financial performance.

Our continued ability to operate effectively depends on strict adherence to applicable laws and regulations.

7. Significant Dependence on Government and Public Sector Orders

We derive a substantial portion of our revenue from tenders floated by government entities and PSUs, which contributed 89.51%, 64.09%, 90.10% and 87.85% of our revenue from operations during the six-month period ended September 30, 2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. These contracts are typically awarded through competitive bidding processes, where margins may be influenced by prevailing competition, qualification criteria and project specifications. The award and execution of such projects are subject to several external dependencies, including policy changes, changes in government or administrative priorities, budgetary constraints, procedural delays, availability of funding, and compliance requirements. In addition, delays in tender finalisation, cancellation of awarded projects or significant variation in project scope can impact our ability to convert bid pipeline into executable orders.

8. Dependence on timely and cost-efficient project execution

Our engineering, procurement and construction ("EPC") business involves execution of long-duration contracts for transmission lines and substations, where timely completion and cost management are critical to maintaining profitability. These projects are susceptible to time and cost overruns due to factors such as delays in obtaining right-of-way or regulatory approvals, adverse weather conditions, unexpected site conditions, price escalation in raw materials, shortage of skilled labour, and logistical challenges in transporting equipment to remote locations. As at the end of six-month period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, our Order Book stood at Rs.16,355.60 million, Rs. 8,614.72 million, Rs. 5,958.48 million and Rs. 5,223.75 million, respectively. While our Order Book provides visibility on future revenue, it may not necessarily translate into actual sales or margins, as projects may be delayed, cancelled, have

their scope reduced, or face payment delays or defaults from customers. Any such adverse event in relation to our EPC projects could materially affect our revenue realisation, working capital cycle, cash flows and overall profitability.

CRITICAL ACCOUNTING POLICIES

Basis of Preparation & Material Accounting Policies

Basis of preparation

(i) Statement of compliance

These financial statements of our Company comply with Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 (the "Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

These Statements have been prepared by the Management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("ICDR Regulations"), issued by the Securities and Exchange Board of India ("SEBI") on 11 September 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") in connection with its proposed initial public offering of equity shares of face value of Rs. 2 each of our Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholder (the "Offer"), prepared by our Company in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act").

b) The ICDR Regulations as amended from time to time.

The restated financial information of our Company comprise of the restated statement of assets and liabilities as at September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, restated statement of profit and loss (including other comprehensive income), restated statement of cash flow and restated statement of changes in equity for the period ended September 30, 2025, the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of material accounting policies, notes to financial information and statement of adjustments to the restated audited financial statements (collectively, the "Restated Financial Information" or "Statements").

The Restated Financial Information have been compiled from:

(b) Audited special purposes financial statements of our Company as at September 30, 2025, the financial year ended 31 March 2024 and 31 March 2023 prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013 which have been approved by the Board of Directors at their meeting held on DD/MM/YYYY. The restated financial information for the period ended 31 March 2025 is the first set of restated financial information prepared in accordance with the requirements of IND AS 101 - First time adoption of Indian Accounting Standards. Accordingly, for the purpose of restate financial statement the transition date to IND AS is April 1, 2022. Up to the Financial year ended March 31, 2024, our Company prepared its restated financial information in accordance with accounting standards notified under the Section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("Indian GAAP" or "Previous GAAP") due to which the Special purpose Ind AS restated financial information were prepared for the purpose of Initial Public Offer ("IPO").

The Special purpose Ind AS restated financial information as at and for the year ended March 31, 2024 and March 31, 2023 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used, or the purpose of restated financial information, at the date of transition to Ind AS (April 1, 2022).

In pursuance to ICDR Regulations, our Company is required to provide restated financial information prepared in accordance with Indian Accounting Standard for all the three years audited and certified by the statutory auditor(s) who holds a valid certificate by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). To comply with such requirements, our Company has prepared special purpose Ind AS restated financial information for the financial years ending March 31, 2024, and March 31, 2023. The special purpose Ind AS financial statements with required restatement have been included in the restated financial information prepared for the purpose of filing the DRHP.

The Restated Financial Information have been prepared to contain information/disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations:

(i) Adjustments to the profits or losses of the earlier periods for the changes in accounting policies if any to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these periods and of material errors, if any;

(ii) Adjustments for reclassification/regroupings of the corresponding items of income, expenses, assets and liabilities retrospectively in the years ended March 31, 2024 and March 31, 2023 in order to bring them in line with the groupings as per the Restated Financial Information of our Company for the period ended March 31, 2025 and the requirements of the SEBI Regulations, if any; and

(iii) The resultant impact of tax due to the aforesaid adjustments, if any.

Historical cost convention: -

The Restated Financial Information have been prepared on a historical cost basis, except for the following assets and liabilities:

(i) Certain financial assets and liabilities that are measured at fair value

(ii) Defined benefit plans-plan assets measured at fair value

The Restated Financial Information are presented in Indian Rupees (INR) and all values are rounded to nearest million (INR 000,000) up to two decimal places, except when otherwise indicated.

(ii) Basis of measurement

The Restated Financial Information have been prepared under the historical cost convention, except for the following assets and liabilities which have been measured at fair value:

• Provisions, where the effect of time value of money is material are measured at present value

• Defined benefit plans and other long-term employee benefits

The Restated Financial Information are presented in Indian Rupees or "INR" and all amounts disclosed in the Restated Financial Information have been rounded off to the nearest million (as per requirement of Schedule III), unless otherwise stated.

(iii) Current vs non-current classification

Based on the time involved between the acquisition of assets for processing and their realisation in cash and cash equivalents, our Company has determined twelve months as its operating cycle for the purpose of classification of its assets and liabilities as current and non-current in the balance sheet.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

(iv) Treatment of Joint Operation

Our Companys interest in its joint operation is accounted for using the proportional consolidation method in the Restated Financial Information. If a member of our Company uses accounting policies other than those adopted in the Restated Financial Information for like transactions and events in similar circumstances, appropriate adjustments are made to that Company members Restated Financial Information in preparing the Restated Financial Information to ensure conformity with our Companys accounting policies. The Restated Financial Information of entity used for the purpose of consolidation are drawn up to same reporting date as that of the parent company, i.e. period ended on 30th September 2025.

Material Accounting Policies

1. Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises the purchase price, net of trade discounts and rebates, directly attributable costs of bringing the asset to its working condition for its intended use and capitalised borrowing costs. When significant parts of the plant and equipment are required to be replaced at intervals, our Company depreciates them separately based on their specific useful lives.

Subsequent expenditure related to an item of property, plant and equipment is capitalised only if it is probable that future economic benefits associated with the item will flow to our Company. All other repair and maintenance costs are recognised in the statement of profit and loss as incurred. Capital work-in-progress includes cost of property, plant and equipment under installation/under development as at the balance sheet date and stated at cost, net of accumulated impairment loss, if any.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognised in the statement of profit and loss when the asset is derecognised. Depreciation is provided on straight-line method over the useful lives of assets. Depreciation commences when an asset is ready for its intended use. The managements estimate of useful lives are in accordance with Schedule II to the Companies Act, 2013, other than the asset classes, where the useful lives was determined by technical evaluation. Freehold land is not depreciated. Depreciation on additions to/deductions from assets is provided on pro-rata basis with reference to the date of addition/deletion.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each financial year end, with the effect of any changes in estimate accounted for on a prospective basis.

The useful life is as follows:

Assets	Useful life (in years)
Buildings	3-60
factory building	30
Buildings (other than factory buildings)	60
Others (including temporary structure, etc.)	3
Plant and equipment	15
Furniture and fixtures	10
Vehicles	8
Office equipment	5
Computers	3

On transition to Ind AS, our Company has elected to continue with the carrying value as per the previous GAAP for Property, plant and equipment as its deemed cost as on the date of transition to Ind AS.

2. Intangible assets

Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the assets will flow to our Company and the cost of the asset can be measured reliably. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.

The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets with finite useful lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at the end of each reporting year, with the effect of any changes in estimate being accounted for on a prospective basis.

Intangible assets with indefinite useful lives, if any are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.

The useful life is as follows:

Assets	Useful life (in years)
Softwares	6

On transition to Ind AS, our Company has elected to continue with the carrying value as per the previous GAAP for all intangible assets as its deemed cost.

3. Impairment of non-financial assets

At the end of each reporting period, our Company assesses whether there is an indication that an asset may be impaired and also whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If any indication exists, or when annual impairment testing for an asset is required, our Company determines the recoverable amount and impairment loss is recognised in the statement of profit and loss, when the carrying amount of an asset exceeds its recoverable amount.

Recoverable amount is determined:

• In the case of an individual asset, at the higher of the fair value less cost to sell and the value in use; and

• In the case of the cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of the cash generating units ("CGUs") value less cost to sell and the value in use.

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.

4. Inventories

Inventories are valued as under:

• Raw materials, packing materials, stores and spares, loose tools and traded goods at lower of cost and net realisable value. Cost is determined on a first in first out basis.

• Work-in-progress and finished goods (manufacturing) at lower of cost and net realisable value. Cost includes an appropriate share of production overheads based on normal operating capacity. Finished goods cost is determined on first in first out basis.

The cost of inventories comprises all cost of purchases, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Obsolete and slow-moving items of inventories are valued at cost or net realisable value, whichever is lower. Goods and Materials in transit are valued at actual cost incurred up to the reporting date. Materials and supplies held for use in the production of inventories are not written down if the finished products in which they will be used are expected to be sold at or above cost.

Net realisable 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.

5. Foreign currency transactions Initial recognition:

Transactions in foreign currencies entered are accounted at the exchange rates prevailing on the date of the transaction.

Measurement as at balance sheet date:

Foreign currency monetary items that are outstanding at the balance sheet date are restated at year end exchange rates. Nonmonetary items carried at historical cost are translated using the exchange rates at the dates of initial transactions.

Treatment of exchange differences:

Exchange differences arising on settlement/restatement of foreign currency monetary assets and liabilities are recognized as income or expense in the statement of profit and loss.

6. Revenue recognition

(a) Revenue from sale of goods and services:

Revenue from sale of goods is recognised at the point in time when control of the goods is transferred to the customer, which generally coincides with the delivery of goods to customers. Revenue from services is recognised when services are rendered.

Revenue is recognised at an amount that reflects the consideration to which our Company expects to be entitled in exchange for those goods or services. Revenue is recognised when such freight services are rendered. Revenue is adjusted for variable consideration such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties or other similar items in a contract when they are highly probable to be provided. The variable consideration is estimated at contract inception updated thereafter at each reporting date or until crystallisation of the amount.

(b) Interest income

Interest income from a financial asset is recognised when it is probable that the economic benefit will flow to our Company and the amount of income can be measured reliably. Interest income is recognised taking into account the amount outstanding and the effective interest rate.

7. Employee benefits Short-term employee benefits

All employee benefits payable wholly within twelve months after the end of the annual reporting period in which the employees render the related services, are classified as short-term employee benefits. Benefits such as salaries, wages, short-term compensated absences, performance incentives etc. and the expected cost of bonus, ex-gratia are recognised during the period in which the employee renders related service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amounts of the benefits expected in exchange for the related services.

Post-employment benefits

Defined Contribution Scheme:

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered the service entitling them to the contributions.

Defined benefit plans:

The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method with the actuarial valuations being carried out at the end of each annual reporting period.

Remeasurements, comprising actuarial gains and losses, the effect of the asset ceiling and the return on plan assets (excluding net interest), are recognised immediately in the balance sheet with a corresponding debit or credit to other comprehensive income in the period in which they occur. Remeasurements are not reclassified to the profit or loss. Past service cost is recognised in the statement of profit and loss in the period of plan amendment or when our Company recognised related restructuring costs.

Our Company recognises the following changes in the net defined benefit obligation under employee benefit expenses in profit or loss:

• service costs comprising current service costs, past-service costs, gains and losses on curtailments and settlements; and

• net interest expense or income.

Gratuity:

The cost of providing benefit under gratuity plan is determined on the basis of actuarial valuation using the projected unit credit method at the reporting date. The scheme is funded. Remeasurements, comprising of actuarial gains and losses are recognised in full in other comprehensive income in the reporting period in which they occur. Remeasurements are not reclassified to profit or loss subsequently.

Leave encashment:

Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short-term employee benefit. Our Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

Our Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Remeasurements, comprising of actuarial gains and losses are recognised in full in the statement of profit and loss.

Termination benefits:

Termination benefits are recognised as an expense when our Company can no longer withdraw the offer of the termination benefits or when our Company recognises any related restructuring costs whichever is earlier.

8. Leases

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

Company as a lessee:

At the date of commencement of the lease, our Company recognises right-of-use ("ROU") asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases and leases of low-value assets). For these short-term leases and leases of low-value assets, our Company considers Rs. 1.50 million per annum lease payments as low value, our Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

A ROU asset is recognised representing its right to use the underlying asset for the lease term. The cost of the ROU asset measured at inception comprises of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred. The ROU asset is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses and adjusted for any remeasurement of the lease liability.

The ROU assets are depreciated from the commencement date using the straight-line method over the shorter of lease term or useful life of right-of-use asset.

Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss. our Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. In calculating the present value of lease payments, our Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.

9. Earnings per share

Basic earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the reporting period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares), if any, occurred during the reporting year, that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit for the year attributable to the equity shareholders and the weighted average number of equity shares outstanding during the year, are adjusted for the effects of all dilutive potential equity shares.

10. Income Taxes

Income tax expense for the period comprises of current and deferred tax. Income tax expense is recognised in the statement of profit and loss except when they are relating to items that are recognised in OCI or directly in equity, in which case, it is also recognised directly in OCI or equity respectively.

Current tax

Current tax comprises the expected income tax payable on the taxable income for the year and any adjustment to the tax payable or receivable in respect of previous years. It is determined by using tax rates in accordance with the provisions of Income T ax Act, 1961.Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate

Deferred tax

Deferred tax assets and liabilities are recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Restated Financial Information. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

11. Provisions, Contingent liabilities, Contingent assets and Commitments General

Provisions are recognised when our Company 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 recognised 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 provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of these cash flows (when the effect of the time value of money is material).

Disclosure of contingent liability is made when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of our Company or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of amount cannot be made.

Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.

Warranty provisions

Provisions for the expected cost of warranty obligations are recognised at the time of sale of relevant product or service, at the best estimate of the expenditure required to settle our Companys obligation.

12. Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which our Company has access at that date. The fair value of a liability reflects its non-performance risk. A number of our Companys accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

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

• Level 2-Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

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

13. Exceptional Items

An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of our Company is treated as an exceptional items and disclosed as such in the Restated Financial Information.

14. Financial instruments

Our Company recognises financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument.

(i) Financial assets:

Initial recognition and measurement

Financial assets are measured at fair value on initial recognition, except for trade receivables that do not contain a significant financing component which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition of financial assets, which are not at fair value through profit or loss, are added to the fair value on initial recognition.

Subsequent measurement

All recognised financial assets are subsequently measured in their entirety either at amortised cost or at fair value depending on the classification of the financial assets.

Where financial assets are measured at fair value, gains and losses are either recognised entirely in the statement of profit and loss (i.e. fair value through profit or loss or "FVTPL") or recognised in other comprehensive income (i.e. fair value through other comprehensive income or "FVTOCI").

A financial asset is measured at amortised cost (net of any write down for impairment) if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that represent solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that represents solely payments of principal and interest on the principal amount outstanding.

All other financial assets are measured at fair value through profit or loss.

Impairment of financial assets

Our Company uses ‘Expected Credit Loss ("ECL") model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss.

Expected credit losses are measured through a loss allowance at an amount equal to:

• The 12 months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

For trade receivables our Company applies a simplified approach under which loss allowance is recognised based on expected lifetime ECL losses to be recognised on each reporting date. Our Company uses a provision matrix that is based on its historical credit loss experience adjusted for relevant forward-looking factors. For other assets, our Company uses 12 months ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk since initial recognition, full lifetime ECL is used.

Derecognition

Our Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109.

(ii) Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at fair value on initial recognition. Transaction costs that are directly attributable to the issue of financial liabilities, which are not at fair value through profit or loss, are deducted from the fair value on initial recognition.

Our Companys financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Subsequent measurement

Financial liabilities are classified as measured at amortised cost or fair value through profit or loss A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Accounting Judgements, Estimates and Assumptions

The preparation of Restated Financial Information in conformity with Indian Accounting Standards (Ind AS) requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosure of contingent liabilities at the date of the Restated Financial Information and results of operations during the reporting period. The Management believes that the estimates used in preparation of the Restated Financial Information are prudent and reasonable. Differences between actual results and estimates are recognised in the period in which the results are shown /materialised.

i) Estimated useful life of intangible asset and property, plant and equipment. Our Company assesses the remaining useful lives of Intangible assets and property, plant and equipment on the basis of internal technical estimates. Management believes that assigned useful lives are reasonable.

ii) Income taxes:

Deferred tax assets are recognised for the unused tax credit to the extent that it is probable that taxable profits will be available against which the losses will be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.

iii) Defined benefit plans and other long-term benefits:

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

iv) Contingent liabilities:

Management judgment is required for estimating the possible outflow of resources, in respect of contingencies/claim/litigations against our Company as it is not possible to predict the outcome of pending matters with accuracy. The management believes the estimates are reasonable and prudent.

v) Revenue recognition:

Our Company estimates variable considerations in the nature of volume rebates, discounts, performance bonuses, penalties and similar items and adjusts the transaction price for the sale of goods and services. These expected variable considerations are analysed either at customer or contracts basis against agreed terms with customers and may differ from actual results.

vi) Provision for doubtful receivables and contract assets

In assessing the recoverability of the trade receivables and contracts assets, managements judgement involves consideration of aging status, evaluation of litigations and the likelihood of collection based on the terms of the contract.

vii) Estimation of net realisable value of inventories

Inventories are stated at the lower of cost and fair value. In estimating the net realisable value/ fair value of inventories, our Company makes an estimate of future selling prices and costs necessary to make the sale.

Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period. If the revision affects both current and future year, the same is recognised accordingly.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies during the six-month period ended September 30, 2025 and Fiscals 2025, 2024 and 2023.

NON-GAAP MEASURES

Certain measures included in this Draft Red Herring Prospectus, for instance Y-o-Y Revenue Growth, Total Income, Gross Margin, EBITDA, EBITDA Margin, PAT for the year, Gross Debt/Equity, Gross Debt/EBITDA, PAT Margin, ROE, ROCE, Net Fixed Asset Turnover Ratio and Net Working Capital Days (together, "Non-GAAP Measures"), presented in this Draft Red Herring Prospectus are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit for the years 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, U.S. GAAP or any other GAAP. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a companys operating performance. For further information, see "Certain Non-GAAPfinancial measures and other statistical information relating to our operations andfinancial performance have been included in this Draft Red Herring Prospectus. These Non-GAAPfinancial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies" on page 65.

Reconciliation of Non-GAAP measures

Reconciliation of gross margin (%)

Gross Profit is calculated as revenue from operations less cost of materials consumed, purchases of stock-in-trade and changes in inventories of finished goods, work-in-progress and stock-in-trade. gross margin (%) is gross profit divided by revenue from operations.

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
		(Rs. million unless stated otherwise)
Revenue from operations (A)	1,655.78	4,506.12	2,766.90	3,037.68
Less: Cost of materials consumed (B)	1,452.46	2,200.02	1,506.26	1,477.39
Less: Purchases of stock-in-trade (C)	208.88	366.80	814.48	973.04
Less/(Add): Changes in inventories (D)	(720.17)	474.45	(350.63)	(129.54)
Gross Profit (E = A - B - C - D)	714.61	1,464.86	796.79	716.79
Gross Margin (%) (E A x 100)	43.16	32.51	28.80	23.60

Reconciliation of EBITDA and EBITDA Margin (%)

The table below reconciles profit/(loss) for the year to EBITDA. EBITDA is calculated as profit before tax, plus finance costs and depreciation & amortisation expense less other income. EBITDA Margin (%) is EBITDA divided by Revenue from operations.

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
		(Rs. million unless stated otherwise)
Profit before tax (A)	416.44	877.92	258.68	236.78
Add: Finance costs (B)	46.57	94.01	64.82	49.89

 

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
		(Rs. million unless stated otherwise)
Add: Depreciation and amortisation (C)	14.75	28.83	31.53	28.96
Less: Other Income (D)	50.47	66.84	44.31	32.04
EBITDA (D = A + B + C - D)	427.29	933.92	310.72	283.59
EBITDA Margin (%) (D- Revenue* 100)	25.81	20.73	11.23	9.34

Reconciliation of RAT Margin (%)

PAT Margin (%) is profit after tax divided by total income.

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
		(Rs. million unless stated otherwise)
Profit after tax (A)	306.71	651.18	177.55	168.09
Total income (B)	1,706.25	4,572.96	2,811.21	3,069.72
PAT Margin (%) (A - B * 100)	17.98	14.24	6.32	5.48

Reconciliation of ROE (%)

ROE is calculated as profit after tax divided by average net worth.

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
		(Rs. million unless stated otherwise)
Profit after tax (A)	306.71	651.18	177.55	168.09
Net Worth - Opening (B)	2,431.32	1,781.20	1,605.12	1,435.68
Net Worth - Closing (C)	2,738.79	2,431.32	1,781.20	1,605.12
Average Net Worth (D = (B+C)/2)	2,585.05	2,106.26	1,693.16	1,520.40
ROE (%) (A - D x 100)	11.86	30.92	10.49	11.06

Reconciliation of ROCE (%)

ROCE is calculated as EBIT divided by average capital employed.

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
		(Rs. million unless stated otherwise)
Profit before tax (A)	416.44	877.92	258.68	236.78
Add: Finance costs (B)	46.57	94.01	64.82	49.89
Less: Other income (C)	50.47	66.84	44.31	32.04
EBIT (D = A + B - C)	412.54	905.09	279.19	254.63
Opening capital employed (net worth + current borrowings + non-current borrowings - cash and cash equivalents - bank balances other than cash and cash at the beginning of the year/period) (E)	1,897.21	1,905.20	1,439.44	1,004.86
Closing capital employed (net worth + current borrowing + non-current borrowings - cash and cash equivalents - bank balances other than cash and cash at the end of the year/period) (F)	2,303.23	1,897.21	1,905.20	1,439.44
Average capital employed (G = (E + F)/2)	2,100.22	1,901.21	1,672.32	1,222.15
ROCE (%) (D - G x 100)	19.64	47.61	16.69	20.83

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

We report our income and expenditure in the following manner:

Total Income

Our total income consists of revenue from operations and other income.

Revenue from Operations

The components of our revenue from operations are: (i) revenue from sale of manufactured goods and traded goods, respectively; (ii) revenue from sale of services; and (iii) other operating revenue.

Revenue from sale of manufactured goods

Revenue from sale of manufactured goods comprises revenue from Transformer Manufacturing Business.

Revenue from sale of traded goods

Revenue from sale of traded goods comprises our EPC Business.

Revenue from sale of services

Revenue from sale of services primarily consists of EPC Business.

Other operating revenue

Other operating revenue includes revenue from sale of scrap.

Other Income

Other income comprises (i) interest income; and (ii) other non-operating income including net of foreign currency transactions and translations, net of gain on sale of property, plant and equipment, provision written back and miscellaneous income.

Expenses

Expenses comprise cost of materials consumed, purchases of stock-in-trade, changes in inventories of finished goods, work-inprogress and stock-in-trade, employee benefits expense, finance costs, depreciation, amortisation and impairment expense, and other expenses.

Cost of materials consumed

Cost of materials consumed comprises opening balance of inventories at the beginning of the year, purchases of raw materials, packing materials and components, less closing balance of inventories at the end of the year.

Purchases of stock in trade

Purchases of stock in trade includes purchases of raw materials, packing materials and components.

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 comprises inventories at the beginning of the year, less inventories at the end of the year including finished goods, stock-in trade and work-in-progress.

Employee benefits expense

Employee benefits expense comprises (i) salaries, wages, bonus, commission and other benefits; (ii) contribution to provident fund and other funds; and (iii) staff welfare expenses.

Finance costs

Finance costs comprise (i) interest expense on (a) loan from banks, (b) loan from others, (c) lease liabilities, (d) on stat dues (e) MSME payables; and (ii) other borrowing costs.

Depreciation, amortisation and impairment expense

Depreciation, amortisation and impairment expense comprises depreciation of property, plant and equipment, depreciation on right-of-use of assets, amortisation of intangible assets.

Other expenses

Other expenses comprise (i) power and fuel; (ii) consumption of stores, spares and packing material; (iii) labour job work; (iv) freight and forwarding; (v) lease rent; (vi) repair and maintenance of plant and machinery, buildings and others; (vii) rates and taxes; (viii) insurance; (ix) advertisement and business promotion; (x) testing expenses; (xi) travelling and conveyance; (xii) legal and professional charges; (xiii) payment to the auditors as statutory auditors and for certification and other matters; (xiv) corporate social responsibility; (xv) foreign currency transactions and translations; (xvi) professional fees to the directors including sitting fees; (xvii) warranty expenses; (xviii) expected credit allowance recognised and (xix) miscellaneous.

RESULTS OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2025 AND FISCAL 2025, 2024 AND 2023

The following table sets forth certain information with respect to our results of operations for the six-month period ended September 30, 2025 and Fiscal 2025, 2024 and 2023:

Particulars	Six-month period ended				Fiscal
	September 30, 2025		2025		2024		2023
	Amount (Rs. million)	Percentage of Total Income (%)	Amount (Rs. million)	Percentage of Total Income (%)	Amount (Rs. million)	Percentage of Total Income (%)	Amount (Rs. million)	Percentage of Total Income (%)
Income
Revenue from operations	1,655.78	97.04	4,506.12	98.54	2,766.90	98.42	3,037.68	98.96
Other income	50.47	2.96	66.84	1.46	44.31	1.58	32.04	1.04
Total Income	1,706.25	100.00	4,572.96	100.00	2,811.21	100.00	3,069.72	100.00
Expenses
Cost of materials consumed	1,452.46	85.13	2,200.02	48.11	1,506.26	53.58	1,477.39	48.13
Purchase of stock-in trade	208.88	12.24	366.80	8.02	814.48	28.97	973.04	31.70
Changes in inventories of finished goods, work-inprogress and stock-in-trade	(720.17)	(42.21)	474.45	10.38	(350.63)	(12.47)	(129.54)	(4.22)
Employee benefits expense	160.43	9.40	238.89	5.22	231.86	8.25	194.49	6.34
Finance costs	46.57	2.73	94.01	2.06	64.82	2.31	49.89	1.63
Depreciation and amortization expense	14.75	0.86	28.83	0.63	31.53	1.12	28.96	0.94
Other expenses	126.89	7.44	292.04	6.39	254.21	9.04	238.71	7.78
Total expenses	1,289.81	75.59	3,695.04	80.80	2,552.53	90.80	2,832.94	92.29
Profit/(loss) before tax	416.44	24.41	877.92	19.20	258.68	9.20	236.78	7.71
Tax expense:
Current tax	94.00	5.51	258.00	5.64	81.10	2.88	79.00	2.57
Income tax relating to earlier years		0.00	(0.20)	0.00	1.00	0.04	(0.67)	(0.02)
Deferred tax expense/(benefit)	15.73	0.92	(31.06)	(0.68)	(0.97)	(0.03)	(9.64)	(0.31)

 

Particulars	Six-month period ended September 30, 2025				Fiscal
			2025		2024		2023
	Amount (Rs. million)	Percentage of Total Income (%)	Amount (Rs. million)	Percentage of Total Income (%)	Amount (Rs. million)	Percentage of Total Income (%)	Amount (Rs. million)	Percentage of Total Income (%)
Total tax expense/(benefit)	109.73	6.43	226.74	4.96	81.13	2.89	68.69	2.24
Profit/(loss) for the year	306.71	17.98	651.18	14.24	177.55	6.32	168.09	5.48
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of net defined benefit liability/(asset)	1.02	0.06	(1.42)	(0.03)	(1.97)	(0.07)	1.80	0.06
- Income tax relating to items that will not be reclassified to profit or loss	(0.26)	(0.02)	0.36	0.01	0.50	0.02	(0.45)	(0.02)
Other comprehensive income/(loss) for the year	0.76	0.04	(1.06)	(0.02)	(1.47)	(0.05)	1.35	0.04
Total comprehensive income/(loss) for the year	307.47	18.02	650.12	14.22	176.08	6.26	169.44	5.52

SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2025

Total income

Our total income was Rs. 1,706.25 million in the six-month period ended September 30, 2025.

Revenue from operations

Revenue from operations for the six-month period ended September 30, 2025 amounted to Rs. 1,655.78 million, comprising manufacturing revenue of Rs. 1,219.34 million, revenue from traded goods of Rs. 299.48 million, sale of services of Rs. 132.26 million, and other operating income of Rs. 4.70 million.

Other income

Other income for the six-month period ended September 30, 2025 amounted to Rs. 50.47 million, comprising interest income of Rs. 46.82 million and other non-operating income of Rs. 3.65 million.

Expenses

Total expenses were Rs. 1,289.81 million in the six-month period ended September 30, 2025, primarily on account of cost of materials consumed of Rs. 1,452.46 million, purchase of stock-in-trade of Rs. 208.88 million, employee benefit expenses of Rs. 160.43 million, finance cost of Rs. 46.57 million, depreciation and amortization of Rs. 14.75 million and other expenses of Rs. 126.89 million.

This was partially offset by changes in inventories of finished goods, work-in-progress and stock-in-trade of Rs. (720.17) million. Cost of materials consumed

Cost of materials consumed was Rs. 1,452.46 million in the six-month period ended September 30, 2025 driven by increased raw material procurement for our manufacturing business. Cost of materials consumed as a percentage of revenue from operations was 87.72% in the six-month period ended September 30, 2025.

Inventories of raw material at the end of the period in the six-month period ended September 30, 2025 was Rs. 429.48 million while inventories at the beginning of the period was Rs. 214.29 million. Purchases amounted to Rs. 1,667.65 million in the six- month period ended September 30, 2025.

Purchases of stock-in trade

Purchases of stock-in-trade was Rs. 208.88 million for the six-month period ended September 30, 2025.

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 was Rs. (720.17) million for the six-month period ended September 30, 2025.

Employee benefits expense

Employee benefit expense for the six-month period ended September 30, 2025 amounted to Rs. 160.43 million, comprising salaries, wages, bonus, commission and other benefits of Rs. 153.43 million, contribution to provident and other funds of Rs. 5.59 million and staff welfare expense of Rs. 1.41 million.

Finance costs

Finance cost for the six-month period ended September 30, 2025 amounted to Rs. 46.57 million, comprising other borrowing costs of Rs. 27.93 million, interest on loan from banks of Rs. 7.20 million, loan from others of Rs. 5.05 million, MSME payables of Rs. 3.38 million, statutory dues of Rs. 2.91 million and lease liabilities of Rs. 0.10 million.

Depreciation and amortization expense

Depreciation and amortization expense for the six-month period ended September 30, 2025 amounted to Rs. 14.75 million, comprising depreciation of property, plant and equipment of Rs. 11.71 million, depreciation of right of use assets of Rs. 1.53 mi llion and amortization of intangible assets of Rs. 1.51 million.

Other expenses

Other expenses for the six-month period ended September 30, 2025 amounted to Rs. 126.89 million, primarily comprising power and fuel of Rs. 16.84 million, expected credit allowance recognised of Rs. 16.81 million, repair and maintenance of plant and machinery of Rs. 16.65 million, freight and forwarding of Rs. 15.30 million, and legal and professional charges of Rs. 13.69 million.

Profit before Tax

As a result, our profit before tax was Rs. 416.44 million in the six-month period ended September 30, 2025.

Total tax expenses

Our total tax expenses were Rs. 109.73 million in the six-month period ended September 30, 2025 comprising current tax Rs. 94.00 million and deferred tax (net) of Rs. 15.73 million.

Profit for the Period

Our profit for the period was Rs. 306.71 million in the six-month period ended September 30, 2025.

FISCAL 2025 COMPARED TO FISCAL 2024

Total income

Total income increased by 62.67% from Rs.2,811.21 million in Fiscal 2024 to Rs. 4,572.96 million in Fiscal 2025 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue from operations

Revenue from operations increased significantly by 62.86% from Rs. 2,766.90 million in Fiscal 2024 to Rs. 4,506.12 million in Fiscal 2025, primarily due to an increase in income from revenue from sale of manufactured goods by 165.91% from Rs. 1,405.63 million in Fiscal 2024 to Rs.3,737.78 million in Fiscal 2025 on account of higher sales volume of in our Transformer

Manufacturing Business, particularly power transformers and Scott transformers, improved product mix and new customer additions. In Fiscal 2024, our Company obtained short circuit test certifications which resulted in an increase in our Order Book for 100 MVA 132 kV and 100 MVA 220 kV Scott transformers and 500 MVA 400 kV power transformers during the year. However, the revenue relating to these orders was recognized in Fiscal 2025.

This was partially offset by a significant decrease in sale of traded goods (primarily includes the revenue related to our EP C Business) by 60.50% from Rs. 1,057.23 million in Fiscal 2024 to Rs. 417.57 million in Fiscal 2025 primarily due to a shift in focus to manufacturing of transformers and lower order intake in projects in our EPC Business.

Revenue from sale of services marginally increased by 14.80% from Rs. 298.83 million in Fiscal 2024 to Rs. 343.06 million in Fiscal 2025 primarily due to execution of civil work and erection services associated with EPC projects in the initial and completion phases.

Other income

Other income increased significantly by 50.85% from Rs. 44.31 million in Fiscal 2024 to Rs. 66.84 million in Fiscal 2025, primarily on account of increases in (i) interest income by 102.47% from Rs. 29.93 million in Fiscal 2024 to Rs. 60.60 million in Fiscal 2025 primarily due to a higher scale of operations during Fiscal 2025, which led to an increase in margin money maintained in the form of fixed deposits with banks. Additionally, improved realisation of receivables resulted in surplus funds being temporarily parked in fixed deposits during Fiscal 2025, thereby generating higher interest income; (ii) foreign currency transactions and translations increased from nil in Fiscal 2024 to Rs. 2.21 million in Fiscal 2025; (iii) gain on sale of property, plant and equipment decreased 24.19% from Rs. 0.62 million in Fiscal 2024 to Rs. 0.47 million in Fiscal 2025; and (iv) provision written back decreased by 43.59% from Rs. 5.46 million in Fiscal 2024 to Rs. 3.08 million in Fiscal 2025. This was partially offset by a decrease on miscellaneous income by 94.22% from Rs. 8.30 million in Fiscal 2024 to Rs. 0.48 million in Fiscal 2025, due to recovery of liquidated damages.

Expenses

Total expenses significantly increased by 44.76% from Rs. 2,552.53 million in Fiscal 2024 to Rs. 3,695.04 million in Fiscal 2025 primarily on account of an increase in (i) cost of materials consumed; (ii) change in inventories of finished goods, work-in progress and stock-in trade; (iii) finance costs; and (iv) other expenses.

Cost of materials consumed

Cost of materials consumed significantly increased by 46.06% from Rs. 1,506.26 million in Fiscal 2024 to Rs. 2,200.02 million in Fiscal 2025, primarily on account of higher production volumes and increased raw material procurement for our manufacturing business. Additionally, cost of materials consumed as a percentage of revenue from operations decreased from 54.44% in Fiscal

2024 to 48.82% in Fiscal 2025, due to improved operating efficiencies and better product mix.

Purchases of stock-in trade

Purchases significantly decreased by 54.97% from Rs. 814.48 million in Fiscal 2024 to Rs. 366.80 million in Fiscal 2025, primarily due to reduced EPC projects related activities.

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 amounted to Rs. 474.45 million in Fiscal 2025 as compared to Rs. (350.63) million in Fiscal 2024. In Fiscal 2025, inventories of finished goods at the end of the year were Rs. 11.34 million as compared to Rs. 320.89 million at the end of Fiscal 2024, reflecting a significant decrease of 96.47%. The decrease was primarily due to clearance of finished goods that were lying in inventory at the end of Fiscal 2024 pending dispatch/invoicing.

Employee benefits expense

Employee benefits expense marginally increased by 3.03% from Rs. 231.86 million in Fiscal 2024 to Rs. 238.89 million in Fiscal

2025 primarily on account of increases in (i) salaries and wages by 4.28% from Rs. 217.01 million in Fiscal 2024 to Rs. 226.29 million in Fiscal 2025 which was mainly attributable to annual increments and higher headcount; (ii) contribution to provident fund and other funds by 0.88% from Rs. 10.26 million in Fiscal 2024 to Rs. 10.35 million in Fiscal 2025. This was partially offset by a decrease in the staff welfare expenses by 50.98% from Rs. 4.59 million in Fiscal 2024 to Rs. 2.25 million in Fiscal 2025, which was primarily attributable to lower site-related expenses due to reduced EPC project activity.

Finance costs

Finance costs significantly increased by 45.03% from Rs. 64.82 million in Fiscal 2024 to Rs. 94.01 million in Fiscal 2025 primarily on account of increases in: (i) interest expense on loan from banks by 11.51% from Rs. 10.77 million in Fiscal 2024 to Rs. 12.01 million in Fiscal 2025 on account of higher average utilization of bank borrowings; (ii) interest expense on increase in statutory dues from nil in Fiscal 2024 to Rs. 13.12 million in Fiscal 2025 which was attributable to interest expense on income tax; (iii) interest expense on MSME payables by 13.17% from Rs.4.48 million in Fiscal 2024 to Rs. 5.07 million in Fiscal 2025; and (iv) other borrowing costs by 57.43% from Rs. 27.67 million in Fiscal 2024 to Rs. 43.56 million in Fiscal 2025 on account of higher processing fees, bank charges and related costs. These were partially offset by a (i) decrease in interest expense on lease liabilities from Rs. 0.67 million in Fiscal 2024 to Rs. 0.42 million in Fiscal 2025 on account of reduced leased obligations; and (ii) decrease in interest expense on loan from others from Rs. 21.23 million in Fiscal 2024 to Rs. 19.83 million in Fiscal 2025 on account of reduced dependence on unsecured borrowings.

Depreciation and amortization expense

Depreciation and amortization expense decreased by 8.56% from Rs. 31.53 million in Fiscal 2024 to Rs. 28.83 million in Fiscal 2025, primarily on account of decrease in the depreciation on property, plant and equipment from Rs. 25.7 4 million in Fiscal 2024 to Rs. 22.75 million in Fiscal 2025 on account of certain assets being fully depreciated and additions primarily being mad e during the end of year. This was partially offset by an increase in amortization of intangible assets from Rs. 2.72 million in Fiscal 2024 to Rs. 3.01 million in Fiscal 2025, primarily due to higher capitalization of software and other intangibles.

Other expenses

Other expenses increased by 14.88% from Rs. 254.21 million in Fiscal 2024 to Rs. 292.04 million in Fiscal 2025. This increase was primarily on account of:

• Power and fuel expense increasing by 8.91% from Rs. 20.64 million in Fiscal 2024 to Rs. 22.48 million in Fiscal 2025 due to higher production activity.

• Consumption of stores, spares and packing material increasing by 21.51% from Rs. 5.02 million in Fiscal 2024 to Rs. 6.10 million in Fiscal 2025, on account of higher maintenance and operating requirements.

• Labour job work expense increasing by 48.39% from Rs. 6.22 million in Fiscal 2024 to Rs. 9.23 million in Fiscal 2025 due to greater outsourcing of fabrication/site work.

• Freight and forwarding expense increasing by 85.19% from Rs. 31.06 million in Fiscal 2024 to Rs. 57.52 million in Fiscal 2025 due to higher dispatch volumes and logistics costs.

• Repair and maintenance of (i) plant and machinery increasing by 115.93% from Rs.9.79 million in Fiscal 2024 to Rs.21.14 million in Fiscal 2025;(ii) buildings increasing by 195.35% from Rs.2.15 million in Fiscal 2024 to Rs.6.35 million in Fiscal 2025.

• Legal and professional charges increasing by 43.63% from Rs.25.65 million in Fiscal 2024 to Rs.36.84 million in Fiscal 2025 due to higher advisory and compliance related engagements.

• Warranty expenses increasing by 53.46% from Rs. 3.61 million in Fiscal 2024 to Rs. 5.54 million in Fiscal 2025 on account of higher sales volumes and warranty provisioning.

These increases, however, were offset by decreases in:

• Testing expenses decreasing by 69.83% from Rs. 52.20 million in Fiscal 2024 to Rs. 15.75 million in Fiscal 2025 due to lower third-party testing in Fiscal 2025.

• Professional fees to directors including sitting fees decreasing by 8.52% from Rs.35.20 million in Fiscal 2024 to Rs.32.20 million in Fiscal 2025.

Profit before Tax

For the reasons discussed above, profit before tax was Rs. 877.92 million in Fiscal 2025 compared to profit before tax of Rs. 258.68 million in Fiscal 2024.

Total tax expenses

Our total tax expenses increased by 179.48% from t 81.13 million in Fiscal 2024 to t 226.74 million in Fiscal 2025 primarily due increase in current tax by 218.13% from t81.10 million in Fiscal 2024 to t 258.00 million in Fiscal 2025 due to increase in profit in Fiscal 2025. This was partially offset by decrease in the deferred tax credit from t (0.97) million in Fiscal 2024 to t (31.06) million in Fiscal 2025.

Profit for the Year

For the reasons discussed above, profit for the year was t 651.18 million in Fiscal 2025 compared to profit for the year of t 177.55 million in Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023

Total income

Total income decreased by 8.42% from t 3,069.72 million in Fiscal 2023 to t 2,811.21 million in Fiscal 2024 on account of a decrease in revenue from operations, which was partially offset by increase in other income for reasons indicated below:

Revenue from operations

Revenue from operations decreased by 8.91% from t 3,037.68 million in Fiscal 2023 to t 2,766.90 million in Fiscal 2024 primarily on account of a decrease in income from revenue from sale of (i) manufactured goods by 4.51% from t 1,472.02 million in Fiscal 2023 to t 1,405.63 million in Fiscal 2024 on account of lower sales volumes of our Transformer Manufacturing Business; and (ii) traded goods by 15.83% from t 1,256.01 million in Fiscal 2023 to t 1,057.23 million in Fiscal 2024 on account of lower order intake in projects in our EPC Business.

This was partially offset by an increase in (i) revenue from sale of services by 10.15% from t 271.30 million in Fiscal 2023 to t 298.83 million in Fiscal 2024 due to execution of EPC projects in the initial and completion phases; and (ii) other operati ng income by 13.76% from t 4.58 million in Fiscal 2023 to t 5.21 million in Fiscal 2024 o n account of higher scrap sales.

Other income

Other income significantly increased by 38.30% from t 32.04 million in Fiscal 2023 to t 44.31 million in Fiscal 2024, primarily on account of an increase in interest income and an increase in miscellaneous income and the reversal of expected credit loss provisions pursuant to Ind AS adjustments.

Expenses

Total expenses decreased by 9.90% from t 2,832.94 million in Fiscal 2023 to t 2,552.53 million in Fiscal 2024 primarily on account of a decrease in (i) purchase of stock-in trade; and (ii) changes in inventories of finished goods, work-in-progress and stock-in-trade.

Cost of materials consumed

Cost of materials consumed marginally increased by 1.95% from t 1,477.39 million in Fiscal 2023 to t 1,506.26 million in Fiscal 2024, primarily on account of marginally higher procurement costs despite lower production volumes. Additionally, cost of materials consumed as a percentage of revenue from operations increased from 48.64% in Fiscal 2023 to 54.44% in Fiscal 2024, due to marginally higher procurement costs despite lower production volumes during the year, which resulted in a higher proportion of material cost.

Purchases of stock in trade

Purchases amounted to t 973.04 million in Fiscal 2023 and t 814.48 million in Fiscal 2024, decreased by 16.29% primarily on account of decrease in sale of traded goods.

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 amounted to t (350.63) million in Fiscal 2024 as compared to t (129.54) million in Fiscal 2023. In Fiscal 2024, inventories of finished goods at the end of the year were t 320.89 million as compared to t 54.65 million at the beginning of the year, representing an increase of 487.17%, primarily on account of higher production volumes.

Employee benefits expense

Employee benefits expense increased by 19.21% from Rs. 194.49 million in Fiscal 2023 to Rs. 231.86 million in Fiscal 2024, primarily on account of increases in (i) salaries, wages, bonus, commission and other benefits by 19.28% from Rs. 181.93 million in Fiscal 2023 to Rs. 217.01 million in Fiscal 2024 on account of annual increments and higher manpower costs; (ii) contribution to provident fund and other funds by 6.88% from Rs. 9.60 million in Fiscal 2023 to Rs. 10.26 million in Fiscal 2024; and (iii) st aff welfare expense by 55.07% from Rs. 2.96 million in Fiscal 2023 to Rs. 4.59 million in Fiscal 2024.

Finance costs

Finance costs increased by 29.93% from Rs. 49.89 million in Fiscal 2023 to Rs. 64.82 million in Fiscal 2024, primarily on account of increases in: (i) interest expense on loan from banks by 77.43% from Rs. 6.07 million in Fiscal 2023 to Rs. 10.77 million in Fiscal 2024 on account of higher utilization of bank borrowings; and (ii) interest expense on loan from others by 67.17% from Rs. 12.70 million in Fiscal 2023 to Rs. 21.23 million in Fiscal 2024, primarily on account of higher borrowings from financial institutions/unsecured lenders due to higher operational and developmental costs including the short circuit tests conducted during Fiscal 2024; (iii) interest expense on MSME payables from Rs. 0.04 million in Fiscal 2023 to Rs. 4.48 million in Fiscal 2024 on account of delayed payments to MSME vendors. This was partially offset by a decrease in (i) interest expense on lease liabilities by 26.37% from Rs. 0.91 million in Fiscal 2023 to Rs. 0.67 million in Fiscal 2024 and (ii) other borrowing costs by 8.29% from Rs.30.17 million in Fiscal 2023 to Rs. 27.67 million in Fiscal 2024.

Depreciation, amortization and impairment expense

Depreciation, amortization and impairment expense increased by 8.87% from Rs. 28.96 million in Fiscal 2023 to Rs. 31.53 million in Fiscal 2024, primarily on account of increase in (i) depreciation on property, plant and equipment from Rs. 25.56 million in Fiscal 2023 to Rs. 25.74 million in Fiscal 2024; and (ii) amortization of other intangible assets from Rs. 0.33 million in Fiscal 2023 to Rs. 2.72 million in Fiscal 2024 due to capitalization of new software/intangibles.

Other expenses

Other expenses increased by 6.49% from Rs. 238.71 million in Fiscal 2023 to Rs. 254.21 million in Fiscal 2024. This increase was primarily on account of an increase in:

• Consumption of stores, spares and packing material increasing by 32.45% from Rs. 3.79 million in Fiscal 2023 to Rs. 5.02 million in Fiscal 2024, on account of higher maintenance costs.

• Labour job work expense increasing by 56.68% from Rs. 3.97 million in Fiscal 2023 to Rs. 6.22 million in Fiscal 2024, on account of greater outsourcing of fabrication/site work.

• Freight and forwarding expense increasing by 22.43% from Rs. 25.37 million in Fiscal 2023 to Rs. 31.06 million in Fiscal 2024, due to higher transportation requirements including third party testing.

• Repair and maintenance of plant and machinery increasing by 79.96% from Rs. 5.44 million in Fiscal 2023 to Rs. 9.79 million in Fiscal 2024.

• Testing expenses increasing from Rs. 0.62 million in Fiscal 2023 to Rs. 52.20 million in Fiscal 2024 which includes increase in third party testing on short circuit test certifications obtained by our Company for inter alia 500 MVA 400 kV power transformers and 100 MVA 132 kV and 100 MVA 220 kV Scott transformers in Fiscal 2024.

These increases, however, were offset by decreases in:

• Power and fuel expenses decreased by 9.63% from Rs.22.84 million in Fiscal 2023 to Rs.20.64 million in Fiscal 2024 primarily due to reduced manufacturing activity in Fiscal 2024. Rates and taxes expenses decreased by 43.30% from Rs.21.34 million in Fiscal 2023 to Rs.12.10 million in Fiscal 2024 primarily due to deduction of labour cess and lower booking of orders, resulting in reduced requirement of stamp papers.

Profit/(loss) before Tax

For the reasons discussed above, profit before tax was Rs. 258.68 million in Fiscal 2024 compared to loss before tax of Rs. 236.78 million in Fiscal 2023.

Total tax expenses

Our total tax expenses increased by 18.11% from t 68.69 million in Fiscal 2023 to t 81.13 million in Fiscal 2024 primarily due increase in current tax by 2.66% from t79.00 million in Fiscal 2023 to t 81.10 million in Fiscal 2024. This was partially off set by a reduction in deferred tax credit of 89.94%, decreasing from t (9.64) million in Fiscal 2023 to t (0.97) million in Fiscal 2024.

Profit for the Year

For the reasons discussed above, profit for the year was t 177.55 million in Fiscal 2024 compared to loss for the year of t 168.09 million in Fiscal 2023.

CASH FLOWS

The following table sets forth certain information relating to our statement of cash flows in the years indicated:

	Six-month period ended September 30, 2025		Fiscal
Particulars		2025	2024	2023
			(Rs. million)
Net cash flow generated from/(used in) operating activities	31.18	793.82	(163.18)	(231.46)
Net cash generated from/(used in) investing activities	12.87	(614.95)	(129.89)	(45.89)
Net cash flow generated from/(used in) financing activities	50.17	(176.86)	121.36	63.98
Net increase/(decrease) in cash and cash equivalents	94.22	2.01	(171.71)	(213.37)
Cash and cash equivalents at the beginning of the year	2.56	0.55	172.26	385.63
Cash and cash equivalents at the end of the year	96.78	2.56	0.55	172.26

Cash flows from Operating Activities Six-month period ended September 30, 2025

For the six-month period ended September 30, 2025, net cash flows generated from operating activities was t 31.18 million. Profit before tax was t 416.44 million and adjustments primarily consisted of depreciation and amortisation expense of t 14.75 million, finance costs of t 46.48 million, and interest on lease liability of t0.10 million and unrealised foreign exchange loss of t 0.01 million. This was partially offset by interest income of t 46.81 million, provision of expected credit loss and doubtful loans and advances of t 16.81 million.

Operating profit before working capital changes was t 414.16 million in Fiscal 2025. The working capital adjustments included decrease in trade receivables of t 1,003.42 million, increase in other current liabilities of t 114.02 million and an increas e in other financial liabilities of t 11.78 million. These were partially offset by an increase in inventories of t 936.08 million, decrease in trade payables of t 29.04 million, increase in other financial assets of t 220.98 million, decrease in provisions of t 2.35 million and increase in other current and non-current assets of t167.66 million. Cash flows generated from operating activities for the six-month period ended September 30, 2025 amounted to t 182.27 million. Net income taxes paid amounted to t 156.09 million.

Fiscal 2025

In Fiscal 2025, net cash flows generated from operating activities was t 793.82 million. Profit before tax was t 877.92 million and adjustments primarily consisted of depreciation and amortisation expense of t 28.82 million, finance costs of t 93.61 million, and interest on lease liability of t0.42 million. This was partially offset by interest income of t 60.60 million, gain on disposal of property, plant and equipment (net) of t 0.47 million, provision of expected credit gain and doubtful loans and advances of t 3.08 million and unrealised foreign exchange gain of t 2.21 million.

Operating profit before working capital changes was t 934.41 million in Fiscal 2025. The working capital adjustments included decrease in inventories of t 402.66 million, increase in trade payables of t 136.15 million, decrease in other financial assets of t 254.74 million, increase in other current liabilities of t 316.11 million, increase in provisions of t 1.31 million and dec rease in other current and non-current assets of t13.11 million. These were partially offset by an increase in trade receivables of t 1,074.83 million and a decrease in other financial liabilities of t 12.89 million. Cash flows generated from operating activi ties for Fiscal 2025 amounted to t 970.77 million. Net income taxes paid amounted to t 176.95 million.

Fiscal 2024

In Fiscal 2024, net cash flow used in operating activities was Rs. 163.18 million. Profit before tax was Rs. 258.68 million and adjustments primarily consisted of depreciation and amortisation expense of Rs. 31.54 million, finance costs of Rs. 64.16 million, interest on lease liability of Rs. 0.67 million and unrealised foreign exchange loss (net) of Rs. 0.42 million. These were partially offset by gain on disposal of property, plant and equipment of Rs. 0.62 million, interest income of Rs. 29.93 million and provisi on of expected credit loss and doubtful loans and advances of Rs. 5.46 million.

Operating profit before working capital changes was Rs. 319.46 million in Fiscal 2024. The working capital adjustments included decrease in other current and non-current assets of Rs. 40.23 million and increase in other financial liabilities of Rs. 146.74 million. These were partially offset by an increase in inventories of Rs.301.76 million, increase in other financial assets by 151.47 million, decrease in trade payables of Rs. 90.04 million, decrease in other current liabilities of Rs. 54.12 million, decrease in prov isions of Rs.1.62 million and increase in trade receivables of Rs. 0.13 million. Cash flows used in operating activities for Fiscal 2024 amounted to Rs. 92.71 million. Net income tax paid amounted to Rs. 70.47 million.

Fiscal 2023

In Fiscal 2023, net cash flow used in operating activities was Rs. 231.46 million. Profit before tax was Rs. 236.78 million and adjustments primarily consisted of depreciation and amortisation expense of Rs. 28.96 million, finance costs of Rs. 48.99 million, interest on lease liability of Rs. 0.91 million, and provision for expected credit loss and doubtful loans and advances of Rs. 33.07 million. These were partially offset by interest income of Rs. 24.61 million, gain on disposal of property, plant and equipment (net) of Rs. 0.56 million, and unrealised foreign exchange gain (net) of Rs. 1.21 million.

Operating profit before working capital changes was Rs. 322.33 million in Fiscal 2023. The working capital adjustments included increase in trade payables of Rs. 240.78 million, increase in other financial liabilities of Rs. 12.88 million, increase in other current liabilities of Rs. 12.14 million and increase in provisions of Rs.3.16 million. These were partially offset by an increase in trade receivables of Rs. 463.28 million, increase in inventories of Rs. 132.87 million, increase in other financial assets of Rs. 90.29 million and increase in other current and non-current assets of Rs. 58.62 million. Cash flows used in operating activities for Fiscal 2023 amounted to Rs. 153.77 million. Net income taxes paid amounted to Rs. 77.69 million.

Cash flows from Investing Activities

Six-month period ended September 30, 2025

For the six-month period ended September 30, 2025, net cash flow generated from investing activities was Rs. 12.87 million, primarily due to cash received from redemption of bank deposits amounting to Rs. 32.71 million and interest received on Fixed Deposits amounting to Rs.46.81 million. This was partially offset by payment for purchase of property, plant and equipment of Rs.

18.59 million, payment for investment in Capital Work in Progress of Rs. 47.90 million and loans and advances given of Rs. 0.16 million

Fiscal 2025

In Fiscal 2025, net cash flow used in investing activities was Rs. 614.95 million, primarily due to purchase of bank deposits amounting to Rs. 574.84 million, payment for acquisition of property, plant and equipment of Rs. 82.37 million, and payment for acquisition of capital work in progress of Rs. 19.66 million. This was partially offset by interest received on fixed deposits of Rs. 60.60 million, proceeds from sale of property, plant and equipment of Rs. 0.56 million and loan and advances re -payment of Rs. 0.76 million.

Fiscal 2024

In Fiscal 2024, net cash flow used in investing activities was Rs. 129.89 million, primarily due to purchase of bank deposits o f Rs.141.85 million, payment for acquisition of property, plant and equipment of Rs.16.99 million and payment for acquisition of intangible assets of Rs. 2.59 million. This was partially offset by interest received on fixed deposits of Rs. 29.93 million, proceeds from sale of property, plant and equipment of Rs. 0.81 million, and loan and advances re -payment of Rs. 0.80 million.

Fiscal 2023

In Fiscal 2023, net cash flow used in investing activities was Rs. 45.89 million, primarily due to purchase of bank deposits amounting to Rs. 42.67 million, payment for acquisition of intangible assets of Rs. 14.76 million, payment for acquisition of property, plant and equipment of Rs. 12.83 million and loans and advances given of Rs. 1.10 million. This was partially offset by interest received on fixed deposits of Rs. 24.61 million and proceeds from sale of property, plant and equipment of Rs. 0.86 mill ion.

Cash flows from Financing Activities

Six-month period ended September 30, 2025

Net cash flow generated from financing activities was t 50.17 million for the six-month period ended September 30, 2025, primarily due to proceeds from short-term borrowings (net) of t 96.85 million and proceeds from long-term borrowings of t 2.00 million. This was partially offset by repayment of long-term borrowings of t 7.42 million, payment of finance cost of t 39.46 million, payment of principal portion of lease liabilities of t 1.70 million, and payment of interest portion of lease liabilities of t 0.10 million.

Fiscal 2025

Net cash flow used in financing activities was t 176.86 million in Fiscal 2025, primarily due to repayment of short-term borrowings (net) of t 161.54 million and payment of finance cost of t 75.15 million, repayment of long -term borrowings of t 5.71 million, payment of principal portion of lease liabilities of t 3.18 million and payment of interest portion of leased liabilities of t 0.42 million. This was partially offset by proceeds from long-term borrowings of t 69.14 million.

Fiscal 2024

Net cash flow generated from financing activities was t 121.36 million in Fiscal 2024, primarily due to proceeds from short - term borrowings (net) of t 180.33 million and proceeds from long-term borrowings of t 8.08 million. This was partially offset by repayment of long-term borrowings of t 3.81 million, payment of finance cost of t 59.64 million, payment of principal portion of lease liabilities of t 2.93 million, and payment of interest portion of lease liabilities of t 0.67 million.

Fiscal 2023

Net cash flow generated from financing activities was t 63.98 million in Fiscal 2023, primarily due to proceeds from short - term borrowings (net) of t 122.76 million and proceeds from long-term borrowings of t 7.13 million. This was partially offset by repayment of long-term borrowings of t 13.41 million, payment of finance cost of t 48.90 million, payment of principal portion of lease liabilities of t 2.69 million and payment of interest portion of lease liabilities of t 0.91 million.

INDEBTEDNESS

As of September, 2025, we had total borrowings (consisting of current and non-current borrowings) of t 414.08 million. Our debt-to-equity ratio was 0.15 times as of September 30, 2025.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2025, we did not have any contractual obligations in our Restated Financial Information.

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

CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

The table below sets forth our contingent liabilities and capital commitments as of September 30, 2025:

Particulars	As of September 30, 2025
	(Rs. million)
(a) Contingent liabilities (to the extent not provided for)
Claims/suits filed against the company not acknowledged as debts
Disputed tax liabilities in respect of pending cases:
Value Added Tax	1.27
Goods & Services Tax	2.18
(b) Guarantee including letter of credit	2,819.83
(c) Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for	99.37

For further information, see "Restated Financial Information - Note 34: Commitments and contingencies" on page 346.

CAPITAL EXPENDITURES

In the six-month period ended September 30, 2025 and Fiscals 2025, 2024, and 2023, our capital expenditure towards additions to property, plant and equipment and additions through business combination to property, plant and equipment were Rs. 18.59 million, Rs. 82.37 million, Rs. 17.22 million and Rs. 12.29 million, respectively. The following table sets forth our capital expenditure towards additions to property, plant and equipment and additions through business combination to property, plant and equipment for the years indicated:

.	Six-month period ended	Fiscal 2025	Fiscal 2024	Fiscal 2023
	September 30, 2025		(Rs. million)
Building	-	0.11	-	-
Plant and equipment	17.43	77.19	5.88	1.43
Furniture and fixtures	0.28	0.04	0.42	0.48
Office equipment	0.43	1.18	0.87	1.08
Computers	0.45	0.58	0.53	0.60
Vehicles	-	3.27	9.52	8.70
Total	18.59	82.37	17.22	12.29

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include short term employee benefits, reimbursable expense incurred by our Company, gratuity expense, directors sitting fees and profession fee among others.

For further information on our related party transactions, see "Restated Financial Information - Note 40: Related party disclosures" on page 356. Also, see "Risk Factors - We have entered into, and will continue to enter into, related party transactions that may involve conflicts of interest." on page 67.

AUDITORS OBSERVATIONS

There are no qualifications of the Statutory Auditor which have not been given effect to in the Restated Financial Information. Set down below are the observations noted by the Statutory Auditors in the reports issued under Companies Auditors Reports Order, 2020:

Period	Nature of adverse observation	Details of adverse observation	Companys response to adverse observation	Impact on the financial statements and financial position of the Company
Fiscal 2025	Adverse/ negative observations in the reports of the Statutory Auditors of the Company pursuant to Section 143 of Companies Act, 2013 read with rules notified thereunder, and the Companies Auditors Reports Order, 2020.	1. The Company has been sanctioned working capital limits in excess of fifty million, in aggregate, from banks or financial institutions on the basis of security of current assets. The returns/ statement filed at end of the quarter with banks are in agreement with books of accounts of company except the instances disclosed in note no. 43 of the Restated Financial Information.	1. The difference in inventory and trade receivables is due to the amount included in Restated Financial Information on account of sales not being considered for the risk and rewards not transferred in view of compliance of Ind AS 115. Additionally, the difference in Inventory,	1. No impact in the financial statement.
		2. In Statutory Auditors opinion, the Company is in compliance with section 188 of the Companies Act, 2013, with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the note no 40 of Restated Financial Information as required by the applicable Ind AS, however the Company is not in compliance with the Section 177 of the Companies Act, 2013.	trade receivables and trade payables is carried out because the substation projects are performed at customers site thats why the actual movement of inventory cannot be exactly reconciled with the books and returns does not reflect that inventory.	2. No impact in the financial statement except penalty under the Companies Act, 2013, which may be imposed for noncompliance of section 177 of the Companies Act, 2013.
			2. Company has complied with section 177 of the Companies Act, 2013, vide board meeting dated July 3, 2025, and same is also reported in note no. 44 of the Restated Financial Information.
Fiscal 2024	Adverse/ negative observations in the reports of the Statutory Auditors of the Company pursuant to Section 143 of Companies Act, 2013, read with rules notified thereunder, the Companies Auditors Reports Order, 2020.	In respect of loans, investments, guarantees, and security, provision of section 185 and 186 of the Companies Act, 2013, have been complied with except non-charging of interest on the loan.	This is being wrongly reported by the previous auditor due to oversight. The Company has not given any loan, guarantee and security as per the provisions of section 185 and 186 of the Companies Act, 2013, as can be seen from the list of related party transaction provided in note no. 40 of the Restated Financial Information.	No impact in the financial statement except fine under the Companies Act, 2013, which may be imposed for non-compliance of section 185 and 186 of the Companies Act, 2013.
Fiscal 2023	Adverse/ negative observations in the reports of the Statutory Auditors of the Company pursuant to Section 143 of Companies Act, 2013, read with rules notified thereunder, the Companies Auditors Reports Order, 2020.	In respect of loans, investments, guarantees, and security, provision of section 185 and 186 of the Companies Act, 2013, have been complied with except non-charging of interest on the loan.	This is being wrongly reported by the previous auditor due to oversight. The Company has not given any loan, guarantee and security as per the provisions of section 185 and 186 of the Companies Act, 2013, as can be seen from the list of related party transaction provided in note no. 40 of the Restated Financial Information.	No impact in the financial statement except fine under the Companies Act, 2013, which may be imposed for non-compliance of section 185 and 186 of the Companies Act, 2013.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk that changes in market prices - e.g. foreign exchange rates, interest rates and equity prices - will affect the income or the value of our Company and holdings of financial instruments. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including cash and cash equivalents, foreign currency receivables and payables. We are exposed to market risk primarily related to foreign exchange rate risk (currency risk) and the market value of its investments. Thus, our exposure to market risk is a function of investing activities and revenue generating and operating activities in foreign currencies.

Interest Rate Risk

Our borrowings carried at amortised cost are either variable rate instruments or fixed rate instruments. The fixed rate instruments are not subject to fluctuation because of a change in market interest rates. We consider the impact of fair value changes on account of interest rate changes as not material.

Credit Risk

Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk on cash and cash equivalents and bank deposits (shown under bank balances other than cash and cash equivalents, above) and other financial assets is limited as our Company generally invests in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Our Company closely monitors the credit-worthiness of the receivables through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts

Liquidity Risk

Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our Companys approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions, without incurring unacceptable losses or risking damage to our Companys reputation.

Typically, our Company ensures that it has sufficient cash on demand to meet expected operational expenses, servicing of financial obligations. In addition, our Company has concluded arrangements with well reputed banks, and has unused lines of credit that could be drawn upon, should there be a need. Our Company invests its surplus funds in bank fixed deposits and liquid investments.

Our Companys liquidity management process as monitored by management, includes the following:

• Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.

• Maintaining rolling forecasts of our Companys liquidity position on the basis of expected cash flows.

• Maintaining diversified credit lines.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in Significant Factors Affecting our Financial Condition and Results of Operations" and the uncertainties described in "Risk Factors" on pages 378 and 30, respectively.

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 above in "— Significant Factors Affecting our Financial Condition and Results of Operations" and the uncertainties described in "Risk Factors" on pages 378 and 30, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 30, 239 and 373, 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

Except as set out in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See "Risk Factors", "Industry Overview ", "Our Business" and on pages 30, 168 and 239, respectively, for further details on competitive conditions that we face across our various business segments.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES

Changes in revenue in the last three Fiscals are as described in "- Six-month period ended September 30, 2025" "- Fiscal 2025 compared to Fiscal 2024", and "- Fiscal 2024 compared to Fiscal 2023" above on pages 395, 396 and 399, respectively.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Our business does not depend on a single or few customers.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality.

SIGNIFICANT DEVELOPMENTS AFTER SEPTEMBER 30, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

To our knowledge no circumstances have arisen since September 30, 2025, other than as disclosed in this Draft Red Herring Prospectus, that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.