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Lumino Industries Ltd Management Discussions

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Lumino Industries Ltd Share Price Management Discussions

The following discussion of our financial condition and results of operations is derived from and should be read in conjunction with the section "Restated Consolidated Financial Information " on page 322. Certain non-GAAP financial and operational measures and certain other industry measures relating to our operations and financial performance have been included in this section and elsewhere in this Red Herring Prospectus. Such measures may not have been computed on the basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial and operational measures, and industry related statistical information of similar nomenclature that may be computed and presented by other similar companies. Such non- GAAP measures are not measures of operating performance or liquidity defined by generally accepted accounting principles and may not be comparable to similarly titled measure presented by other companies.

Our financial year ends on March 31 of each year, so all references to a particular financial year or Fiscal are to the 12-month period ended March 31 of that year. Unless the context otherwise requires, in this section, references to "we", "us" and "our" are to Lumino Industries Limited along with its subsidiaries and its joint venture on a consolidated basis while references to "our Company" or "the Company", are to Lumino Industries Limited on a standalone basis.

Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in particular, the report titled "Assessment of cables, conductors industries and investments in power sector in India" dated August 2026 (the "CRISIL Report") prepared and issued by CRISIL Intelligence (formerly Market Intelligence & Analytics), appointed by us on September 10, 2024 and exclusively commissioned and paid for by us in connection with the Offer for the purposes of confirming our understanding of the industry, as no report is publicly available which provides a comprehensive industry analysis, particularly for our Companys products, that may be similar to the CRISIL Report. A copy of the CRISIL Report is available on the website of our Company at https://luminoindustries.com/industry-report/and will form part of the material documents for inspection. For more information, see "Risk Factors - Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by our Company " on page 72. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and Market Data" on page 16.

OVERVIEW

We are a product-driven integrated engineering, procurement and construction ("EPC") player in India, with strong focus on manufacturing ("Manufacturing") and supplying conductors, power cables and electrical wires and other specialised products and components to the growing power transmission and distribution industry in India. We also manufacture high-temperature low-sag ("HTLS") conductors used in distribution and transmission lines in India. We achieved an Operating EBITDA Margin of 11.71% in Fiscal 2026. By leveraging our experience of more than three decades in the power transmission and distribution industry, we have developed a product- driven business model focussed on designing, engineering, manufacturing and distributing specialised products used in a wide range of power transmission and distribution, industrial applications, electrical wiring, renewable energy projects, communication systems, electrical panels and railway networks applications.

We supply conductors, power cables and other specialised products to large EPC players such as Kalpataru Projects International Limited (formerly known as Kalpataru Power Transmission Limited), Jackson Limited, Warora Kurnool Transmission Limited, K.G.N. Electricals, WRSS XXI (A) Transco Limited, Monte Carlo Limited and R.S. Infraprojects Private Limited. We also cater our products to international clients, which include government owned and controlled electricity companies, public enterprises and electricity boards, in countries such as United States of America, Mali, Burkina Faso, Cote dIvoire, Nepal, Bangladesh, Kenya, Ghana, Rwanda and Ethiopia. Further, in line with our product-driven strategy and integrated operations, we also supply products for captive consumption in the EPC projects executed by us. In Fiscal 2026, 23.08%4 of the specialised products used in the EPC projects were manufactured by us in-house.

Our integrated operations ensure captive consumption of a portion of our specialised products and reduces external dependence, driving consistency in demand and enhancing revenue stability. The captive consumption of our products helps us in ensuring stable and predictable sales, while also streamlining production planning and reducing inventory risks. Similarly, by manufacturing critical products and components in-house, we have

developed a reliable and uninterrupted supply chain for our EPC projects, reducing dependency on external vendors and mitigating risks associated with procurement delays or price volatility. The integrated operations enhance our project execution capabilities by allowing us to meet product specifications, while deriving cost efficiencies through economies of scale. Our distinct product driven business model improves our bidding capabilities for EPC projects (by minimizing external costs and maximizing operational flexibility) and enables us to improve our receivable cycle and overall profitability.

We operate two key business segments namely: (i) Manufacturing; and (ii) EPC.

• Manufacturing: Our Manufacturing segment consists of three key product categories (i) aluminium

conductors; (ii) power cables; and (iii) electrical wires. Aluminium conductors are used in overhead distribution and transmission lines and are crucial in efficiently transmitting electrical energy from power generation sources to end consumers, primarily through overhead power lines. We manufacture a wide variety of power cables which are used in electric power distribution substations, industrial applications, communication systems, electrical panels and machine tools. We entered the electrical wire business in Fiscal 2023, under our brand ‘Lumicori, and currently manufacture thermoset insulated wire, earth wires and house wires. As on the date of this Red Herring Prospectus, our electrical wire business is operational in four states in India through our network of approximately 104 distributors. For further details, see Our Products" on page 263.

Some of our key products from each of the three Manufacturing segments, include:

Our manufacturing facilities are a critical aspect of our integrated approach. This integration allows us to be more cost competitive and time efficient during the bidding process by leveraging our cross-feeding capabilities, resulting in economies of scale. We operate two manufacturing facilities located in Howrah, West Bengal with a combined capacity of 40,000 metric tonne ("MT") of aluminium consumption per year for manufacturing cables and conductors, with an aggregate area of 264,208 sq. ft. We also operate four warehouses covering an aggregate area of approximately 156,600 sq. ft sq. ft. Our manufacturing facilities are certified for ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 and 5S Workplace Organizing Management Systems. The testing lab within our manufacturing facility for quality check of the finished products is accredited by the National Accreditation Board for Testing and Calibration Laboratories ("NABL"). Our in-house manufacturing capabilities allows us to significantly reduce lead times and uncertainties associated with external suppliers, enabling faster response times. Further, our in-house manufacturing enhances inventory management by providing more accurate control over stock levels, reducing excess inventory and minimizing inventory shortages. As at March 31, 2026, we had 890 permanent employees.

With an objective to establish a 250,000 sq. ft. manufacturing facility, we are in the process of expansion, for which we have acquired approximately 650,000 sq. ft. of land in Ranihati, Howrah, West Bengal. This expansion will enable us to produce a wider range of cables and conductors like low voltage power cables, high voltage power cables, instrumentation cables, solar cables, railway signalling cable, flexible electrical wire, overhead aluminium conductors and HTLS conductors. Our proposed manufacturing facility will help us in strengthening our integration by increasing production capacity of overhead conductors, aerial bunch cables, and control cables used in electricity distribution and transmission, which will help us in creating greater synergy in our manufacturing process.

Our Company has received the Underwriters Laboratories (Global Safety Certification) Standards certification ("UL Certification"), demonstrating our ability to comply with the stringent safety and regulatory standards required by our clients based in the U.S. and Europe, thereby significantly expanding our market opportunities in both the U.S. and European markets. UL certification is widely recognized as a mark of safety, quality, and compliance with industry standards, particularly in the U.S. and Europe, where regulatory requirements for product safety and performance are stringent.

• EPC: Our EPC segment consists of six business lines, namely (i) power transmission and distribution, (ii) EHV substation, (iii) re-conductoring with HTLS conductors, (iv) railway electrification, (v) solar power projects, and (vi) water management projects. We undertake and execute EPC projects for a wide client base in India comprising of various Indian central and state power utilities such as Kashmir Power Distribution Corporation Limited, Assam Power Distribution Company Limited, Purvanchal Vidyut Vitran Nigam Limited and West Bengal State Electricity Distribution Company Limited. We have a track record of executing various kinds of EPC projects across our five business lines within India. Over the years, we have expanded our presence within India and in particular in the states of Assam, Jharkhand, Punjab, Rajasthan, West Bengal, Uttar Pradesh, Gujarat, Kerala and Jammu and Kashmir. We have forayed into the international EPC domain and have completed a power distribution EPC project in Rwanda, Africa.

Through our extensive and diversified experience, we have developed a system that enables efficient planning, monitoring and control of the EPC projects undertaken by us and high-quality manufacturing of the specialized products used in such EPC projects. This is reflected in the various awards and accolades accorded to us in recognition of our project management and manufacturing capabilities, including:

• Certificate of recognition for leading manufacturer of industrial wire, cables and conductors by Times Power Icons East 2026, in the year 2026;

• Skoch- NSE award in the year 2019 for MSME excellence;

• Runner up award in the micro, small and medium enterprise vendor category by Power Grid Corporation of India Limited in the year 2018;

• Award by the Worldwide Achievers Business Leaders Summit & Awards, 2018 as the most promising manufacturer of conductors, cables & EPC division in India; and

• Award by West Bengal Manufacturing Leadership Awards 2018 for manufacturing the best conductors and cables.

Our aggregate order book as at March 31, 2026, March 31, 2025 and March 31, 2024 was Rs.31,498.78 million Rs.24,362.69 million and Rs.19,405.66 million, respectively. Our order book comprises both domestic and international projects with a client mix of governmental authorities and private-sector players.

Following are the revenue from operations details from India and overseas:

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
Revenue from Operations
- From India 20,041.70 18,325.14 14,022.33
- From Overseas 369.03 854.54 50.82
Total 20,410.73 19,179.68 14,073.15

As of March 31, 2026, we have managed operations across 26 states and four union territories in India and 17 countries. The following diagrams depict our presence for the supply of manufactured products and EPC projects, (i) pan India; and (ii) worldwide:

Our Chairperson and founder, Purushottam Dass Goel, has experience in the manufacturing of overhead transmission line conductors, various types of cables and continues to provide strategic insights and overall direction to our business based on his experience of understanding customer preferences and demands in the industry in which we operate. Our Managing Director and Promoter, Devendra Goel has experience in strategic management integrated with excellent leadership and administrative skills. He heads the marketing, financial and administrative aspects of the business and is responsible for increasing efficiency of financial and business growth. Our Promoter and Executive Director, Jay Goel is a graduate of the Bentley University, United States. He is responsible for business development and modernizing operations related functions of our Company since 2018.

The following table provides a snapshot of certain of our financial and operational performance indicators for the periods indicated:

Particulars As at and for the year ended March 31, 2026 As at and for the year ended March 31, 2025 As at and for the year ended March 31, 2024
GAAP
Revenue from Operations? 20,410.73 19,179.68 14,073.15
PAT(2) 1,599.99 1,245.86 866.07
Non-GAAP
Operating EBITDA(3) 2,389.47 2,229.37 1,450.92
Operating EBITDA Margin(4) 11.71% 11.62% 10.31%
PAT Margin? 7.66% 6.40% 6.08%
Tangible Net worth(6) 7,295.81 5,702.88 4,458.55
Return on Equity (%)(7) 24.62% 24.52% 21.52%
Return on Capital Employed (%)(8) 25.75% 31.89% 32.27%
Asset Turnover Ratio(9) 15.80 18.62 18.80
Total Debt(10) 3,841.61 4,188.28 409.05
Total Debt/ Equity(11) 0.53 0.73 0.09
Total Debt/ Operating EBITDA(12) 1.61 1.88 0.28
Closing Order Book(13) 31,498.78 24,362.69 19,405.66
- Manufacturing (products) 11,579.02 10,901.88 12,027.56
- EPC (services) 19,919.76 13,460.81 7,378.10
Capacity (in MT)(14) 40,000 40,000 40,000

Numbers taken from Restated Consolidated Financial Information

(1) Revenue from Operations

(2) PAT = Restated profit for the period / year

(3) Operating EBITDA = Revenue from Operations — total expenses + finance costs + depreciation and amortization expenses

(4) Operating EBITDA Margin = Operating EBITDA / Revenue from Operations

(5) PAT Margin = PAT / total income

(6) Tangible Net Worth = total equity- intangible assets — intangible assets under development

(7) Return on Equity (ROE%) = PAT/ average of Tangible Net: Worth

(8) Return on Capital Employed (RoCE%) = Operating EBITDA + other income — depreciation and amortization cost / average of capital employed (capital employed = tangible net worth + total borrowings)

(9) Asset Turnover Ratio = Revenue from Operations / average gross block (gross block = gross value of property, plant and equipment + gross value of right-of-use)

(10) Total Debt = long term borrowings + short term borrowings

(11) Total Debt / Equity = Total Debt / Tangible Net Worth

(12) Total Debt / Operating EBITDA = Total Debt / Operating EBITDA

(13) Closing Order Book = The amount of order book is calculated as the total contract value (as per the terms of the contract / attendant documents / addendums) of all existing contracts, minus any revenue already recognised by the Company in relation to such existing contracts

(14) Capacity (in MT) = Capacity indicates the production capability for cables and conductors.

For further information, see "Industry Overview" on page 180.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our business, prospects, results of operations and financial conditions are affected by a number of factors, including the following:

Growth in the transmission and distribution infrastructure in India

The growth of our business is directly linked to the growth of the transmission and distribution infrastructure in India. The growth of the transmission and distribution infrastructure is in turn closely linked to the investment in the power sector in India. According to the CRISIL Report, investments in Indias power sector will see a rise of 1.9x to 2.2x times, increasing from Rs.19.2 trillion between Fiscal 2022 to 2026 to Rs.37 to Rs.42 trillion during Fiscals 2027 to 2031, driven primarily by the generation segment, followed by transmission and distribution. Power generation is expected to account for 70-80% of total investments, reflecting Indias continued commitment to its COP26 targets and clean energy transition. Investments in generation capacity are projected to increase nearly 2.5 times, from approximately Rs.12 trillion during Fiscals 2022 to 2026 to U27-32 trillion during Fiscals 2027 to 2031. (Source: CRISIL Report)

The power sector in India is highly dependent on the government policies and programs. Government spending on power sector is typically based on demand for power in India. According to the CRISIL Report, the trickle- down effect of government spending on infrastructure through the National Infrastructure Pipeline, expansion of the services industry, rapid urbanisation, and increased farm income from agriculture-related reforms are key macroeconomic factors that are expected to foster power demand (Source: CRISIL Report). Significant policy

initiatives such as 24x7 power for all, Sahaj Bijli Har Ghar Yojana (SAUBHAGYA) scheme to provide electricity connections to all households, green energy corridor to facilitate evacuation of RE power, green city scheme to promote the development of sustainable and eco-friendly cities, PLI scheme and low corporate tax rates among others are expected to further support power demand in the country (Source: CRISIS Report).

We believe that our vast experience and market position will allow us to capitalize on industry trends and fundamental growth drivers in the Indian power transmission and distribution sector. However, our growth will be adversely impacted by any significant slow-downs in economic growth, which results in reduction in power consumption and could result in shifts of government policy away from power transmission and distribution projects. Further, our business is exposed to risks in relation to shift in government policies, delayed implementation of transmission and distribution projects and shift in budgetary allocations to the power sector. A growth of the power sector on account of governments strong focus and budgetary allocations will improve our business and prospectus and conversely a general slowdown in the economy and reduction in budgetary allocation to the power sector will adversely impact our business and financials.

Ability to maintain and grow demand for our products

We use conductors and cables manufactured by us in the engineering, procurement and construction ("EPC") projects executed by us and also sell our products to third party EPC players alongside distribution companies ("DISCOM"). As per the CRISIL Report, in Fiscal 2026, the total market size of conductors reached Rs.227 billion up from Rs.102 billion in Fiscal 2020, registering a compounded annual growth rate ("CAGR") of 14%. Major factors influencing this demand includes railway electrification, reconductoring, healthy transmission line additions, etc. Further, the conductor industry is expected to grow at a CAGR of 12-15% from Fiscal 2026 to 2031 due to ongoing government schemes in power segment as well increased exports of conductors from India. (Source: CRISIL Report).

We expect this growth to result in an increase in demand of our products. However, the demand for our products may decrease, either because of a deterioration in macroeconomic conditions or because of lack of government support for additional transmission and distribution projects, or our competitors selling similar products at a lower cost. The captive consumption of our products helps us in ensuring stable and predictable sales, while also streamlining production planning. Therefore, our sale of products is also dependent on the number of EPC projects executed by us. Our ability to successfully win bids for undertaking EPC projects is critical for increasing the captive utilization of our products.

The conductor and cables industry has high barriers to entry, as the industry requires technical expertise, customer and government relations and capital-intensity, but introduction of a new or novel technology by new entrants and our inability to respond to such new technologies could adversely affect our demand for products and consequently our competitive position.

Cost and availability of raw materials

Our cost of materials consumed constitutes a significant component of our cost structure. For the Fiscals 2026, 2025 and 2024 our cost of materials consumed was ^11,433.55 million, Rs.10,520.30 million and Rs.7,706.66 million, constituting 56.02%, 54.85% and 54.76%, of our Revenue from Operations, respectively.

Our cost of materials consumed are generally impacted by our price of raw material and manufacturing volumes. Our primary raw materials required for the manufacture of our products include aluminium, copper, steel, PVC compound and cross-linked polyethylene ("XLPE") compound. Further, the price of copper and aluminium are linked to the prices on the London Metal Exchange. Accordingly, the prices we pay for these raw materials can fluctuate due to volatility in the commodity markets or in foreign currency exchange rates. Similarly, the price we pay for domestic steel can fluctuate due to volatility in Indian steel prices, though those are quoted in Indian Rupees.

In recent periods, the cost of certain key raw materials has increased due to geopolitical tensions in the Middle East. These geopolitical events have contributed to volatility in global energy markets, particularly impacting crude oil and natural gas prices, which are critical inputs in the production and transportation of petrochemical based raw materials such as PVC and XLPE Compounds. In addition, disruptions in global supply chains, increased freight and insurance costs, uncertainty in trade routes shipping routes and broader commodity market volatility have contributed to higher procurement costs for raw materials, including aluminium and copper. As a result, our overall cost of sourcing raw materials has risen, there by exerting additional pressure on our margins and cost structures.

While we are generally able to pass on changes in the cost of our raw materials to our clients (whether due to changes in commodity index prices or exchange rates), we may not be able to do so immediately or fully, and as a result, fluctuations in the price of these raw materials may affect our operating results. We also purchase forward- contracts to hedge our exposure to changes in materials and components. As a result, we believe that our business is generally covered against fluctuations in materials and components, and our margins are not affected by material changes in the prices of materials and components.

Given that we import some of our raw materials, our raw material procurement is subject to global supply and demand, as well as global shipping and logistics dynamics. It is possible that we could be exposed to global shortages of materials or delays in the delivery of materials as a result of the geopolitical crisis in the middle east. The price and supply of these raw materials are also affected by, among others, general economic conditions, competition, production costs and levels, the occurrence of pandemic (such as COVID-19), transportation costs, indirect taxes and import duties and tariffs.

Working capital requirements

We require a significant amount of working capital primarily for our raw material purchases and manufacturing our products before we receive payments from our customers. Majority of our contracts are tender based, with our major counter-parties being state and central governmental organisations, state electricity boards, public and private sector power utilities. Supply of our manufactured products to such government owned and controlled entities, entails a long credit period which leads to uncertainty regarding the receipt of the payment. Our payment terms under EPC contracts generally stipulate a payment schedule requiring payment of 60% of the supply contract value to be paid within 30 days from submission of supply invoices, 30% after installation and 10% to be paid after commissioning and successful handover of the project. Accordingly, we are required to fund the working capital requirements for any delayed payments by extending our working capital credit facilities, which may require us to bear higher interest costs.

Our working capital requirements will increase in the event we win higher volume of bids. As of March 31, 2026, we fund our working capital requirements from short-term borrowings from banks and through Trade Receivables E-Discounting System ("TReDS").

We seek to improve our working capital management, namely to optimize our trade receivables, rationalize our inventory levels and improve credit terms for trade payables. To improve our working capital cycle, we use the TReDS platform for bill discounting of our vendors in reverse factoring mode. This involves uploading our vendors invoices onto the TReDS platform for discounting, facilitating timely payments to our vendors

Regarding our inventory, we usually keep approximately 39 to 56 days of inventory of raw materials and work- in-progress goods at our facilities to enable us to withstand disruptions in supply as well as volatility in the price of raw material. To this end, we plan our inventory levels based on historical levels of sales, actual sale orders on hand and the anticipated production requirements taking into consideration any expected fluctuation in raw material prices and delivery delay. In recent years, we have seen the fruits of our just-in-time inventory management to mitigate the risk of inventory excess in our inventory management system requirements. This has yielded in our Company not carrying undue levels of inventory as we manufacture based on our in-hand orders.

Our time taken to convert ("Working Capital Cycle") has been increasing over time due to rationalization of our inventory levels. In the Fiscals 2026, 2025 and 2024, our Working Capital Cycle was 86, 54 days and 11 days respectively. However, our Working Capital Cycle may be negatively impacted by external factors such as increase in price of raw materials and general economic conditions.

Execution capabilities

Our ability to complete our projects within the expected completion dates or at all is subject to a number of risks and unforeseen events, including, without limitation collaboration with third parties, changes in applicable regulations, availability of adequate financing arrangements on commercially viable terms, as well as an inability or delay in securing necessary statutory or regulatory approvals for such projects. Our EPC projects are required to achieve commercial operation no later than the scheduled commercial operation dates specified under the relevant EPC contracts, or by the end of the extension period, if any is granted by our clients. We provide our clients with performance guarantees for completion of the construction of our projects within a specified time frame. The client may also be entitled to terminate the EPC contract in the event of delay in completion of the work if the delay is not on account of any of the agreed exceptions. In addition to the risk of termination by the client, delays in completion of development may result in cost overruns, lower or no returns on capital and reduced

revenue for the client thus impacting the projects performance, as well as failure to meet scheduled debt service payment dates and increased interest costs from our financing agreements for the projects. Delay in completion of projects have major repercussions on our business including but not limited to fines and penalties payable to the vendor as per the agreed terms and conditions, partial forfeiture of our earnest money and we may be subject to disputes brought by the vendors or suppliers, etc.

Foreign currency fluctuations

We present our financial statements in Indian Rupee. However, given that we also export our products to the overseas market, a portion of our business transactions is denominated in foreign currencies. Our revenue from operations from outside India geographical segment, amounted to Rs.369.03 million, Rs.854.54 million and Rs.50.82 million, representing 1.81%, 4.46% and 0.36%, of our revenue from operations in the Fiscals 2026, 2025 and 2024, respectively.

Further, while we seek to hedge our foreign currency risk by entering into foreign exchange forward contracts, any steps undertaken to hedge the risks due to fluctuations in currencies may not adequately hedge against any losses we incur due to such fluctuations. The following table sets forth details of our foreign currency exposure for the indicated periods:

(in USD million, unless otherwise stated)

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
Trade USD receivables 1.30 2.34 2.35
Hedged USD 1.11 2.34 1.30
% Hedged 85.38% 100.00% 55.32%

Competition and pricing pressure

We operate in a highly competitive environment, both in India and internationally. The industry is fragmented, with a diverse range of competitors, both large multinational companies and smaller regional players. The success of our operations is heavily reliant on our ability to effectively compete, particularly by leveraging our unique capabilities.

Some of our competitors possess greater financial resources and larger manufacturing capacities. Certain competitors may also benefit from cost advantages in their operations or have expertise in manufacturing specific products and have access to certain technologies due to their collaboration/tie-ups with certain international manufacturers. As a result, they may offer a broader product range, larger sales teams, and more extensive intellectual property resources, enabling them to appeal to a wider range of customers across various sectors.

Our ability to remain competitive and achieve desired margins is influenced by both domestic and international competition. However, we believe our focus on optimizing our product portfolio and continuing to distinguish our capabilities will help us maintain a competitive edge in this dynamic market environment.

MATERIAL ACCOUNTING POLICIES

1. Corporate information

Lumino Industries Limited (the "Company") is a public limited company domiciled in India. The registered office of the Company is situated at Unit No- 12/4, Merlin Acropolis, 1858/1, Rajdanga Main Road, Kolkata 700 107, West Bengal. India.

The Company is engaged in the manufacturing and selling of cables and conductors. The Company and its Joint Venture is involved in the execution of EPC projects i.e. engineering, procurement and construction in services being its EPC segment.

2.1 Statement of compliance

The Restated Consolidated Financial Information of Lumino Industries Limited and its Subsidiary (collectively the "Group") and its Joint Venture for the year ended March 31, 2026, and the Restated Consolidated Financial Information of the Company and its joint venture for the years ended March 31, 2025 and March 31, 2024, comprises of the restated consolidated statement of assets and liabilities as at March 31, 2026, March 31, 2025, and March 31, 2024, the restated consolidated statement of profit and loss (including restated other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the year ended March 31, 2026, March 31, 2025, and March 31, 2024, along with the Material Accounting Policies to restated consolidated financial information, notes to the Restated Consolidated Financial Information and statement of adjustments to audited consolidated financial information (collectively referred as the "Restated Consolidated Financial Information").

This Restated Consolidated Financial Information have been prepared by the management of the Company for the purpose of inclusion in this Red Herring Prospectus ("RHP") to be filed by the Company with the Securities and Exchange Board of India ("SEBI"), National Stock Exchange of India Limited ("NSE"), BSE Limited ("BSE") and Registrar of Companies (ROC), Kolkata, West Bengal in connection with the proposed initial public offering ("IPO") of its equity shares.

The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company, have been prepared for the Company and its Joint Venture as a going concern on the basis of relevant Ind AS that are effective in accordance with the requirements of:

(a) Section 26 Chapter III of the Companies Act 2013 (the "Act") as amended from time to time; and

(b) Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (the "SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (the "SEBI"); and

(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (the "ICAI") as amended from time to time (the "Guidance Note").

As such, the consolidated financial statements for year ended March 31, 2026, and March 31, 2025 and the special purpose consolidated financial statements year ended March 31, 2024 are prepared considering the accounting principles stated in Ind AS, as adopted by the Company and its Joint Venture and described in subsequent paragraphs.

The Restated Consolidated Financial Information has been compiled by the management from:

a) audited special purpose consolidated financial statements of the Company and its Joint Venture for the year ended March 31, 2026 and March 31, 2025 prepared in accordance the Indian Accounting Standards as prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on June 05, 2026 and May 15, 2025 respectively;

b) re-audited special purpose consolidated financial statements of the Company and its Joint Venture for the year ended March 31, 2024 prepared in accordance the Indian Accounting Standards as prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, and other accounting principles generally accepted in India ("IndAS"), June 05, 2026 and May 15, 2025

respectively, which have been approved by the Board of Directors at their meetings held on January 11, 2025; and

c) re-audited special purpose consolidated financial statements of the Company and its Joint Venture for year ended March 31, 2024 have been prepared solely for the purpose of preparation of Restated Consolidated Financial Information for inclusion in offer documents in relation to the proposed IPO, which requires financial statements of all the periods included, to be presented under Ind AS. As such, these special purpose consolidated financial statements are not suitable for any other purpose other than for the purpose of preparation of the Restated Consolidated Financial Information and are also not financial statements prepared pursuant to any requirements under Section 129 of the Act.

The accounting policies have been consistently applied by the Company and its Joint Venture in preparation of the Restated Consolidated Financial Information and are consistent with those adopted in the preparation of the Ind AS consolidated financial statements as at and for the period ended March 31, 2026.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of board meeting for adoption of the consolidated financial statements and the special purpose consolidated financial statements.

The restated consolidated financial information:

(a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024, to reflect the same accounting treatment as per the accounting policy and grouping/classifications followed as at and for the period ended March 31, 2026, as applicable; and

(b) do not require any adjustment for modification as there is no modification in the underlying audit reports Amended standards

Effective April 1, 2025 the Group and its joint ventures has applied the following amendments to existing standards which has been notified by the Ministry of Corporate Affairs ("MCA"). The Companies (Indian Accounting Standards) Second Amendment Rules, 2025 on August 13, 2025 (published in the Official Gazette on August 19, 2025), introducing key amendments to:

• Ind AS 1 (Classification of liabilities as current or non-current and non-current liabilities with covenants);

• Ind AS 7 and Ind AS 107 (Disclosures for supplier finance arrangements); and

• Ind AS 12 (Global implementation of OCED Pillar Two model rules).

The above amendments have no material impact on the consolidated financial statements for the year ended March26 except disclosure of Trade Acceptance Refer note no. 28.

Principles of Consolidation

The restated consolidated financial statements comprise the financial statements of the Company, Subsidiary and its Joint Venture for the period ended March 31 2026, year ended March 31, 2025 and March 31, 2024. Control is achieved when the Company has power over the investee, is exposed or has right to variable return from its investment with the investee and has the ability to use its power to affect its returns.

Consolidation of subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary.

Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the restated consolidated statement of profit and loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests.

Total comprehensive income of subsidiaries is attributed to the owners of the Company and its Joint Venture and to the non- controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company and its Joint Ventures accounting policies.

All intra group assets and liabilities, equity, income, expense, and cash flows relating to transactions between members of the Company and its Joint Venture are eliminated in full on consolidation.

Investment in Joint Venture

Under Ind AS 111 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the consolidated Ind AS contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

The joint arrangement is structured through a separate vehicle and the legal form of the separate vehicle, the terms of the contractual arrangement and, when relevant, any other facts and circumstances gives the company and its Joint Venture rights to the net assets of the arrangement (i.e. the arrangement is a joint venture). The activities of the joint venture are primarily aimed to provide the third parties with an output and the parties to the joint venture will not have rights to substantially all the economic benefits of the assets of the arrangement. The Company and its Joint Ventures interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet.

Following subsidiary companies and joint ventures have been considered in the preparation of the Restated consolidated financial information:

% Ownership held either directly or through subsidiaries
Name of the entity Relationship Ownership held by As March 2026 at As at 31, March 31, 2025 As at March 31, 2024
Lumino Green Energy Private Limited Wholly own Subsidiary Lumino Industries Limited 100% - -
RJ Green Energy Private Limited Wholly own Subsidiary Lumino Industries Limited 100% -
Lumino Renewable Energy Private Limited Step down Subsidiary Lumino Green Energy Private Limited 100% -
Lumino Solar Energy Private Limited Step down Subsidiary Lumino Green Energy Private Limited 100% -
Lumino SMC JV Joint Venture Lumino Industries Limited 49% 49% 49%
LIL-PCSCPL-JV Joint Venture Lumino Industries Limited 98% - -

Note:

a) SIPS-LUMINO-ZETWERK (JV EPC - 4) (Share - 27%)- As per the terms and conditions of the agreement, the Parent company will not claim any profit and shall not be liable to make good of any loss, suffered by the Joint Venture, hence the same has not been consolidated in the Restated consolidated Financial Information.

b) LIL-ASPL-JV- The Parent company has entered into joint venture agreement with Acqua Tech Solution Private Limited on February 16, 2026 however it has not commenced operations nor undertaken any transactions up to the end of the financial year. Accordingly, it has not been consolidated in the Restated consolidated Financial Information.

2.2 Basis of Preparation

The Company and its Joint Venture maintains accounts on accrual basis following the historical cost convention, except for certain financial instruments that are measured at fair value in accordance with Ind AS. Following assets and liabilities which have been measured at fair value:

i) Derivative financial instruments measured at fair value;

ii) Certain financial asset and financial liabilities measured at fair value (refer note 45.5); and

iii) Employees defined benefit plan as per actuarial valuations.

2.3 Presentation of Restated Consolidated Financial Information and functional and presentation currency

The Restated Consolidated Financial Information have been prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 ("the Act"). The disclosure requirements with respect to items in the Restated Consolidated financial information, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the Restated Consolidated Financial Information along with the other notes required to be disclosed under the notified Accounting Standards.

Amounts in the Restated Consolidated Financial Information including notes thereon are presented in Indian Rupees (INR/Rs.), which is Companys functional currency and all amounts are stated in millions of rupees, rounded off to two decimal places as permitted by Schedule III to the Companies Act, 2013. Transactions in foreign currencies are recorded at their respective functional currency at the exchange rates prevailing at that date, the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currency are translated to the functional currency at the exchange rates prevailing at the reporting date.

Operating cycle for current and non-current classification

All the assets and liabilities (other than deferred tax assets/liabilities) have been classified as current or non-current as per Group and its Joint Venture normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. The operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents. The Company and its Joint Venture has ascertained its operating cycle as 12 months for current and non-current classification of assets and liabilities as it is not possible to identify the normal operating cycle. Deferred tax assets and liabilities are considered as non-current.

2.4 Material Accounting Policies

The material accounting policies adopted in preparation of Restated Consolidated Financial Information has been disclosed as below. All accounting policies has been consistently applied to all the period presented in the Restated Consolidated Financial Information unless otherwise stated.

a. Revenue Recognition

i) Revenue from sale of goods:

Revenue from the sale of cables and conductors is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company and its Joint Venture recognises revenue at a point in time, when control is transferred to the customer, and the consideration agreed is expected to be received. Control is generally deemed to be transferred upon delivery of the products in accordance with the agreed delivery plan.

ii) Revenue from infrastructure project:

According to Ind AS 115 revenue performance obligations are satisfied over the period of time, and accordingly, revenue from such contracts is recognized based on progress of performance determined using input method with reference to the cost incurred on contract and their estimated total costs. Margin is not recognised until the outcome of the contract is certain. Transaction price is the amount of consideration to which the Company and its Joint Venture expects to be entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of a third party. Revenue, measured at transaction price, is adjusted towards liquidated damages, time value of money and price variations, escalation, change in scope etc. wherever, applicable. Revenue excludes taxes collected from customers on behalf of the government.

Progress billings are generally issued upon completion of certain phases of the work as stipulated in the contract. The difference between the timing of revenue recognised and customer billings result in changes to contract assets (unbilled work in progress) and contract liabilities. Contractual retention amounts billed to customers are generally due upon expiration of the contract period and does not contain any financing element, these are retained for satisfactory performance of contract.

The contracts generally result in revenue recognised in excess of billings which are presented as contract assets in the restated statement of assets and liabilities. Amounts billed and due from customers are classified as receivables on the statement of financial position.

Contract liabilities represent amounts billed to customers in excess of revenue recognised till date.

Revenue from service is recognised when services are rendered.

iii) Other operating revenue Export benefit

Export benefits under Mercantile Export from India Scheme, Service Export from India Scheme, Duty Drawback benefits and Remission of Duties and Taxes on Export Products Scheme (RoDTEP) are accounted as revenue on accrual basis as and when export of goods take place, where there is a reasonable assurance that the benefit will be received and the Company and its Joint Venture will comply with all the attached conditions.

b. Other Income Interest Income

Interest income on investments and loans is accrued on a time proportion basis by reference to the principal outstanding and the effective interest rate including interest on investments classified as fair value through profit or loss or fair value through other comprehensive income.

c. Taxes

Income tax expense comprises current tax and deferred tax and is recognized in the statement of profit and loss except to the extent it relates to items directly recognized in equity or other comprehensive income (OCI).

Current tax

Current tax is measured on the basis of estimated taxable income for the current accounting period in accordance with the applicable tax rates and the provisions of the Income-tax Act, 1961. Current income tax is recognized in the restated consolidated statement of profit and loss except to the extent that it relates to an item recognized directly in equity or in other comprehensive income.

Deferred tax

Deferred tax is provided, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Tax relating to items recognised directly in equity or OCI is recognised in equity or OCI and not in the restated consolidated statement of profit and loss.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable.

d. Finance costs

Finance costs consists of interest calculated using the effective interest method and other costs in connection with the borrowing of funds. Finance charges in respect of assets acquired on lease and exchange differences arising on foreign currency borrowings to the extent they are regarded as an adjustment to interest costs.

Finance expenses are recognised immediately in the statement of profit and loss, unless they are directly attributable to qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale in which case they are capitalised until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in restated statement of profit and loss.

e. Foreign currencies

These Restated Consolidated Financial Information are presented in Indian National Rupees (INR/ Rs.), which is also the Company and its Joint Venture s functional currency.

Foreign currencies

Transactions in foreign currencies are initially recorded by the Company and its Joint Venture at its functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Exchange differences are recognized in the statement of profit and loss except exchange differences on foreign currency borrowings relating to assets under construction, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

Foreign operations

Restated Consolidated Financial Information of foreign operations whose functional currency is different than Indian Rupee are translated into Indian Rupees as follows:

A. assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

B. income and expenses for each income statement are translated at average exchange rates; and

C. all resulting exchange differences are recognised in other comprehensive income and accumulated in equity as foreign currency translation reserve for subsequent reclassification to profit or loss on disposal of such foreign operations.

f. Property, plant and equipment (PPE)

Property, plant and equipment held for use in the production or/and supply of goods or services, or for administrative purposes.

Property, plant and equipment are measured at cost, less accumulated depreciation and impairment losses if any. For this purpose, cost includes deemed cost on the date of transition and the purchase cost of assets, including non-recoverable duties and taxes, and any directly attributable costs of bringing an asset to the location and condition of its intended use. Interest on borrowings used to finance the construction of qualifying assets is capitalized as part of the cost of the asset until such time that the asset is ready for its intended use. Cost incurred subsequent to initial capitalization are included in the assets carrying amount only when it is probable that future economic benefits associated therewith will flow to the Company and its Joint Venture and it can be measured reliably. The carrying amount of the replaced part is derecognized.

Depreciation and amortisation

Depreciation on tangible assets is provided on the written down value method over the useful lives of assets as specified in the Schedule II of the Companies Act, 2013 except in respect of the following assets, in which case, life of the assets has been assessed as under, based on technical advice, taking into accounts the nature of the assets, the estimated usage of the assets and the operating conditions of the assets etc.

Nature of the property, plant and equipment Useful life (Year)
Trolley vans 3
Mobile and telephone 3-5
Steel drum 3-15
Braiding machine, drill machine 10

The residual value of assets is not more than 5% of the original cost of the asset. The estimated useful lives, residual values and depreciation method are reviewed at the end of each financial year and are given effect to, wherever appropriate.

g. Capital work in progress

Expenditure related to and incurred during implementation (net of incidental income) of capital projects to get the assets ready for intended use is included under "Capital Work in Progress" (including related inventories). The same is allocated to the respective items of property plant and equipment on completion of construction / erection

of the capital project / property plant and equipment. Capital work in progress is stated at cost, net of accumulated impairment loss, if any.

h. Intangible assets

Intangible assets purchased are measured at cost as at the date of acquisition, less accumulated amortization and impairment losses if any. For this purpose, cost includes deemed cost on the date of transition and acquisition price, license fees, non-refundable taxes and costs of implementation/system integration services and any directly attributable expenses, wherever applicable for bringing the asset to its working condition for the intended use.

Subsequent cost associated with maintaining such software are recognised as expense as and when incurred.

Intangible asset is amortised on a pro rata basis using a straight-line method over their estimated useful life of 5 years from the date they are available for use. Amortisation method and useful lives are reviewed periodically including at each financial year end.

i. Leases

The Company and its Joint Ventures as lessee

The Company and its Joint Venture assesses whether a contract is or contains a lease, at inception of the contract. The Company and its Joint Venture recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company and its Joint Venture recognises the lease payments as an operating expense on a straight-line basis over the lease term, unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed. Contingent and variable rentals are recognized as expense in the periods in which they are incurred.

Lease liability

The lease payments that are not paid at the commencement date are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company and its Joint Venture, the lessees incremental borrowing rate is used.

Right of use ("ROU") assets

The ROU assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated over the shorter period of the lease term and useful life of the underlying asset. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying assets useful life.

The depreciation starts at the commencement date of the lease.

As a practical expedient, Ind AS 116 permits a lessee not to separate non-lease components when bifurcation of the payments is not available between the two components, and instead account for any lease and associated nonlease components as a single arrangement. The Company and its Joint Venture has used this practical expedient. Extension and termination options are included in many of the leases. In determining the lease term the management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option.

j. Impairment of Non-Financial Assets

Property, plant and equipment and intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely

independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

k. Financial assets

All financial assets are recognised on trade date when the purchase of a financial asset is under a contract whose term requires delivery of the financial asset within the timeframe established by the market concerned. Financial assets are initially measured at fair value, plus transaction costs, except for those financial assets which are classified at fair value through profit or loss (FVTPL) at inception. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value.

The Company and its Joint Venture derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

The Company and its Joint Venture assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance.

Classification and subsequent measurement

For purposes of subsequent measurement, financial assets are classified:

a) Measured at amortized cost

b) Measured at fair value through other comprehensive income (FVTOCI)

c) Measured at fair value through profit or loss (FVTPL)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company and its Joint Venture changes its business model for managing financial assets.

Measured at amortized cost

• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows; and

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

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as FVTPL. Interest income is recognised in the restated consolidated statement of profit and loss.

Measured at fair value through other comprehensive income (FVTOCI)

The financial assets are measured at the FVTOCI if both the following conditions are met:

• The objective of the business model is achieved by both collecting contractual cash flows and selling the financial assets; and

• The assets contractual cash flows represent SPPI.

Debt instruments meeting these criteria are measured initially at fair value plus transaction costs. They are subsequently measured at fair value with any gains or losses arising on re-measurement recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains or losses. Interest calculated using the effective interest method is recognized in the restated consolidated statement of profit and loss in investment income.

Measured at fair value through profit or loss (FVTPL)

Financial assets are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition. Gains or losses arising on re-measurement are recognised in the restated consolidated statement of profit and loss. The net gains or loss recognised in restated consolidated statement of profit and loss incorporates any dividend or interest earned on the financial assets and is included in the ("Other income") line item.

Refer Note 45.5 for disclosure related to fair value measurement of financial instruments.

Impairment of financial assets

Impairment of Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. Ind AS 109 requires expected credit losses to be measured through a loss allowance.

l. Financial liabilities

Financial liabilities are recognised when the Company and its Joint Venture becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition of financial liabilities (other than financial liabilities at fair value through profit or loss) are deducted from the fair value measured on initial recognition of financial liability. They are measured at amortised cost using the effective interest method.

The Company and its Joint Venture derecognises financial liabilities when, and only when, the Company and its Joint Venture s obligations are discharged, cancelled, or have expired.

For disclosure related to Fair value measurement of financial instruments (Refer Note No. 45.5)

m. Trade Acceptances

The Group and its joint ventures enter into supplier payment arrangements (acceptances) whereby lenders such as banks and other financial institutions make payments to suppliers banks for purchase of raw materials. The banks and financial institutions are subsequently repaid by the Group and its joint ventures at a later date and Interest borne by the Group and its joint ventures on such arrangements is accounted as finance cost. Payments by the Group and its joint ventures is treated as cash flows from operating activity.

n. Cash and bank balances

Cash and Cash Equivalents includes Cash on hand, balances with banks and fixed deposits with original maturity less than 3 months. Short-term and liquid investments being subject to more than insignificant risk of change in value, are also included as part of cash and cash equivalents.

o. Bank balances other than cash and cash equivalents

The Company and its Joint Venture considers balances and deposits with banks having maturity of more than three months but less than 12 months and balances which have restrictions on repatriation, to be bank balances other than cash and cash equivalents.

p. Inventories

Inventories are valued after providing for obsolescence, as under:

Raw materials, components, construction materials, stores, spares and loose tools at lower of cost as per First in First out method (FIFO) or net realisable value. However, these items are considered to be realisable at cost if the finished products in which they will be used, are expected to be sold at or above cost.

Semi-finished goods- Work-in-progress and finished goods, are valued at lower of cost or net realisable value. Cost includes direct materials as aforesaid and allocated production Overheads.

Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

q. Earnings per equity share (EPS)

Basic earnings per share are computed by dividing profit or loss for the period of the Company and its Joint Venture by dividing weighted average number of equities shares outstanding during the period.

The Company does not have dilutive potential equity shares in any period presented.

r. Equity share capital

Equity share capital, an equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

s. Retirement and other employee benefits Short-term employee benefits:

Employee benefits such as salaries, wages, short-term compensated absences, bonus, ex-gratia and performance- linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are recognised as expense in the period in which the employee renders the service.

Long-term employee benefits:

Post-employment benefits:

Defined contribution plans

The Company and its Joint Venture makes contribution towards provident fund and employees state insurance as defined contribution plan. The contributions to the respective fund are made in accordance with the relevant statute and are recognised as expense when employees have rendered service entitling them to the contribution. The contributions to defined contribution plan, recognised as expense in the statement of profit and loss.

Defined benefit plans

The contribution towards employees benefit scheme is made to Lumino Industries Ltd Employee Gratuity Fund which is managed and certified by Life Insurance Corporation of India and HDFC Life. The present value of obligation is determined based on actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Actuarial gains and losses arising from experience adjustments and other changes in actuarial assumptions are charged or credited to Other Comprehensive Income (OCI) in the period in which they arise. These obligations are valued annually by independent qualified actuaries.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value plan assets.

Compensated absences

Liabilities recognised in respect of other long-term employee benefits such as annual leave and sick leave are measured at the present value of the estimated future cash outflows expected to be made by the Company and its Joint Venture in respect of services provided by employees up to the reporting date. The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit retirement plans. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of profit and loss in the period in which they arise. These obligations are valued annually by independent qualified actuaries.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

s. Operating Segment

The Company and its Joint Ventures operating business segments are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. All operating segments operating results are reviewed regularly by the Chief Operating Decision Maker (CODM) (Chief Financial Officer) to make decisions about resources to be allocated to the segments and assess their performance. The analysis of geographical segments is based on the areas in which major operating divisions of the Company and its Joint Venture operate.

t. Provisions, contingent liabilities and contingent assets

Provisions are recognised only when:

The Company and its Joint Venture has a present obligation (legal or constructive) as a result of a past event and 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.

Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows.

Contingent liability is disclosed in case of a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and a present obligation arising from past events, when no reliable estimate is possible.

Contingent assets are not recognised in the re-stated financial information. Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision.

u. Commitments

Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:

Estimated amount of contracts remaining to be executed on capital account and not provided for; uncalled liability on shares and other investments partly paid; funding related commitment to subsidiary, associate and joint venture companies; and other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management.

Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details.

v. Statement of cash flows

Cash flows are reported using the indirect method, whereby the profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company and its Joint Venture are segregated.

2.5 Key uses of estimates, judgements and assumptions

The preparation of the Restated Consolidated Financial Information in conformity with recognition and measurement principles of Ind AS requires the management to make estimates and assumptions that affect the reported balance of assets and liabilities, disclosure relating to contingent liabilities as at the date of the Restated Consolidated Financial Information and the reported amount of income and expense for the period. Estimates and underlying assumptions are reviewed on ongoing basis. Revision of accounting estimates are recognised in the period in which the estimates are revised and future period affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the Restated Consolidated Financial Information are included in the following notes.

Defined benefit plans

The cost of the employment benefits such as gratuity and leave obligation 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.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Provisions and contingent liabilities

The Company estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates. The Company uses significant judgements to assess contingent liabilities.

Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

Revenue

In case of revenue from operations under EPC Projects, the determination of revenue under percentage of completion method necessarily involves making estimates, some of which are of a technical nature, concerning, where relevant, the percentage of completion, costs to completion, the expected revenue from the project or activity and foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed periodically. The effect of changes, if any, to estimates is recognised in the financial statements for the year in which such changes are determined.

Recognition of current tax and deferred tax

The Company and its Joint Venture uses judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances, and disallowances which is exercised while determining the provision for income tax. Deferred income tax expense is calculated based on the differences between the carrying value of assets and liabilities for financial reporting purposes and their respective tax basis that are considered temporary in nature. Valuation of deferred tax assets is dependent on managements assessment of future recoverability of the deferred benefit. Expected recoverability may result from expected taxable income in the future, planned transactions or planned tax optimizing measures. Economic conditions may change and lead to a different conclusion regarding recoverability.

Useful lives of property, plant and equipment and intangible assets

Management reviews its estimate of the useful lives of depreciable/ amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic

obsolescence that may change the utility of the equipment, software and other plant and equipment. This reassessment may result in change in depreciation expense in future periods.

2.6 Standards issued but not effective

In exercise of the powers conferred by section 133 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government in consultation with the National Financial Reporting Authority have issued certain amendments to the Indian Accounting Standards (Ind AS) that have not yet become effective for the Companys reporting periods at the date of these financial statements. The Companies (Indian Accounting Standards) Second Amendment Rules, 2025, notified on August 13, 2025, include amendments that are effective for annual reporting periods beginning on or after April 1, 2026:

• Ind AS 1 — Presentation of Financial Statements: Further amendments on classification of liabilities as current or non-current, including requirements relating to breaches of loan covenants, grace periods, and disclosure of related risks (paragraphs 74, 75, 75A and 76).

• Ind AS 10 — Events after the Reporting Period: Consequential amendments aligning terminology and treatment with Ind AS 1.

• Ind AS 12 — Income Taxes: Certain disclosure requirements relating to international tax reform (Pillar Two model rules), including qualitative and quantitative information on exposure to Pillar Two income taxes.

Management is in the process of evaluating the requirements of these amendments and their impact on the Companys financial statements. The impact, if any, will be given effect to in the period of initial application.

RESULTS OF OPERATIONS BASED ON RESTATED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth select financial data from our restated statement of profit and loss for the Fiscals 2026, 2025 and 2024, the components of which are also expressed as a percentage of total income for such periods:

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
(in Rs. million) Percentage of total income (%) (in Rs. million) Percentage of total income (%) (in Rs. million) Percentage of total income (%)
Revenue from Operations 20,410.73 97.69 19,179.68 98.53 14,073.15 98.78
Other income 482.40 2.31 287.13 1.47 173.12 1.22
Total income 20,893.13 100.00 19,466.81 100.00 14,246.27 100.00
Expenses
Cost of materials consumed 11,433.55 54.72 10,520.30 54.04 7,706.66 54.10
Erection, sub-contracting and other project expenses 4,708.51 22.54 5,030.25 25.84 3,643.39 25.57
(Increase)/ decrease in inventories (363.71) (1.74) (898.32) (4.61) (435.23) (3.06)
Employee benefits expense 907.31 4.34 763.49 3.92 614.22 4.31
Finance costs 660.00 3.16 660.14 3.39 362.35 2.54
Depreciation and amortization expenses 164.17 0.79 163.26 0.84 102.14 0.72
Other expenses 1,335.60 6.39 1,534.59 7.88 1,093.19 7.67
Total expenses 18,845.43 90.20 17,773.71 91.30 13,086.72 91.85
Restated Profit before share of profit/(loss) of an associate (III-IV) 2,047.70 9.80 1,693.10 8.70 1,159.55 8.14
Profit /(Loss) on account of consolidation of Joint Venture 0.33 0.00 (5.42) (0.03) (0.27) (0.00)
Restated Profit for the year before tax (V-VI) 2,048.03 9.80 1,687.68 8.67 1,159.28 8.14
Tax expense
Current tax 640.60 3.07 595.18 3.06 315.54 2.21
Income tax for earlier years (44.78) (0.21) 1.32 0.01 (0.33) (0.00)
Deferred tax (147.78) (0.71) (154.68) (0.79) (22.00) (0.15)
Total tax expenses 448.04 2.14 441.82 2.27 293.21 2.06
Restated profit for the year after tax 1,599.99 7.66 1,245.86 6.40 866.07 6.08
Other Comprehensive Income
A. (i) Items that will not be reclassified to profit or loss (6.42) (0.03) (4.79) (0.02) (0.94) (0.01)
(ii) Income tax relating to above items 1.64 0.01 1.32 0.01 0.23 0.00
B. (i) Items that will be reclassified to profit or loss (3.42) (0.02) 3.27 0.02 0.40 0.00
(ii) Income tax relating to above items 0.86 0.00 (0.82) 0.00 (0.10) 0.00
Total Restated Other Comprehensive Income (IX) (7.34) (0.04) (1.02) (0.01) (0.41) 0.00

 

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
(in Rs. million) Percentage of total income (%) (in Rs. million) Percentage of total income (%) (in Rs. million) Percentage of total income (%)
Total Restated Comprehensive Income for the year (VIII + IX) 1,592.65 7.62 1,244.84 6.39 865.66 6.08
Restated Profit for the year attributable to:
(i) Owners of the Company 1,599.99 7.66 1,245.86 6.40 866.07 6.08
(ii) Non-controlling interests - 0.00 - 0.00 - 0.00
Restated Profit for the year 1,599.99 7.66 1,245.86 6.40 866.07 6.08
Restated Other Comprehensive Income attributable to:
(i) Owners of the Company (7.34) (0.04) (1.02) (0.01) (0.41) 0.00
(ii) Non-controlling interests - 0.00 - 0.00 - 0.00
Restated Other Comprehensive Income (7.34) (0.04) (1.02) (0.01) (0.41) 0.00
Total Restated Comprehensive Income attributable to:
(i) Owners of the Company 1,592.65 7.62 1,244.84 6.39 865.66 6.08
(ii) Non-controlling interests - 0.00 - 0.00 - 0.00
Total Restated Comprehensive Income 1,592.65 7.62 1,244.84 6.39 865.66 6.08
Earnings per Equity Shares of par value of Rs.5 each
Basic and diluted (in Rs. ) 6.57 0.03 5.11 0.03 3.56 0.02

Basis for Change in Segmental Reporting

Effective Fiscal 2026, our Company revised the manner in which it evaluates the performance of its operating businesses, consistent with the information reviewed by the Chief Operating Decision Maker ("CODM"). Accordingly, our Companys operating performance is analysed based on the underlying economic activity undertaken by each business rather than the contractual form of customer arrangements.

Pursuant to the revised reporting framework, the Manufacturing segment comprises revenue attributable to all proprietary manufactured products, including products supplied for execution of EPC projects, while the EPC segment comprises revenue attributable to EPC services together with the supply of third-party traded products.

Accordingly, the revenue by segmental reporting presented in this section differs from the disaggregation of revenue from operations disclosed in the Restated Consolidated Financial Information, which has been prepared in accordance with Ind AS 115. The difference arises solely on account of the attribution of revenue between the Manufacturing and EPC segments for management reporting purposes and does not result in any change in our Companys total revenue from operations, profitability, cash flows or shareholders equity.

The following table provides a reconciliation between the disaggregation of revenue from operations and the revenue by segmental reporting presented in this section:

Particulars Fiscal 2026 Fiscal 2025 Fiscal 2024
Revenue from operations As a % of total income Revenue from operations As a % of total income Revenue from operations As a % of total income
Revenue from Operations (as per disaggregation of revenue)
Manufacturing Segment 10,905.29 52.20% 5,707.58 29.32% 3,153.95 22.14%
EPC Segment 9,455.20 45.26% 13,419.59 68.94% 10,885.50 76.41%
Other Operating Revenue 50.24 0.24% 52.51 0.27% 33.70 0.24%
Revenue from Operations 20,410.73 97.69% 19,179.68 98.53% 14,073.15 98.79%
Reclassification of revenue between Segmental Reporting
Add: Revenue attributable to manufactured 3,285.20 15.72% 6,707.30 34.46% 6,045.67 42.44%
products supplied by the Manufacturing segment for execution of EPC projects
Less: Revenue attributable to proprietary manufactured products reclassified from the EPC Segment to the Manufacturing Segment (3,285.20) (15.72%) (6,707.30) (34.46%) (6,045.67) (42.44%)
Allocation of Other Operating Revenue
Add: Other Operating revenue allocated to the Manufacturing Segment 43.98 0.21% 45.15 0.23% 31.89 0.22%
Add: Other Operating revenue allocated to the EPC Segment 6.26 0.03% 7.36 0.04% 1.81 0.01%
Revenue by Segmental Reporting
Manufacturing Segment 14,234.48 68.13% 12,460.03 64.01% 9,231.51 64.8%
EPC Segment 6,176.25 29.56% 6,719.65 34.52% 4,841.64 33.99%
Revenue from External Customers 20,410.73 97.69% 19,179.68 98.53% 14,073.15 98.8%

Note: Revenue attributable to proprietary manufactured products supplied for execution of EPC projects has been allocated to the Manufacturing segment to reflect the economic activity performed by such segment. Consequently, the EPC segment comprises revenue attributable to project execution services and supply of third-party traded products. This reclassification is made solely for management reporting purposes and does not affect our Companys total Revenue from Operations or the amounts reported in the Restated Consolidated Financial Information

Fiscal 2026 compared to Fiscal 2025 Total income

Total income increased by Rs.1,426.32 million, or 7.33%, from Rs.19,466.81 million for Fiscal 2025 to Rs.20,893.13 million for Fiscal 2026, primarily due to an increase in Revenue from Operations and other income.

Revenue from Operations

Revenue from Operations increased by Rs.1,231.05 million, or 6.42%, from Rs.19,179.68 million for Fiscal 2025 to Rs.20,410.73 million for Fiscal 2026, which comprises of:

Revenue from external customers

• Manufacturing segment: Revenue from external customers for the manufacturing segment increased by Rs.1,774.45 million or 14.24% from Rs.12,460.03 million in Fiscal 2025 to Rs.14,234.48 million in Fiscal 2026. The increase was primarily attributable to an increase in the price of our products which was attributable to higher costs for our key raw materials such as aluminium, copper, steel, XLPE and PVC compound in Fiscal 2026, due to geopolitical situation in the Middle East. As a result of higher raw material prices there was a corresponding increase in average selling prices during Fiscal 2026.

• EPC segment: Revenue from EPC projects and other services decreased by Rs.543.40 million, or 8.09%, from Rs.6,719.65 million in Fiscal 2025 to Rs.6,176.25 million in Fiscal 2026. The decline was primarily attributable to a decrease in revenue from power transmission and distribution projects from Rs.6,206.43 million in Fiscal 2025 to Rs.4,522.17 million in Fiscal 2026, representing a decrease of 27.14%, on account of lower execution of transmission and distribution projects during Fiscal 2026. This was partially offset by (i) an increase in revenue from execution of EHV substation projects from Rs.0.48 million in Fiscal 2025 to Rs.909.77 million in Fiscal 2026, (ii) an increase in revenue from solar power projects from Rs.458.56 million to Rs.582.13 million, representing an increase of 26.94%, and (iii) an increase in revenue from water management projects from Rs.52.97 million to Rs.162.19 million.

Other income

Other income increased by Rs.195.27 million or 68.01%, from Rs.287.13 million in Fiscal 2025 to Rs.482.40 million in Fiscal 2026, which was principally attributable higher realised gains on derivative instruments by Rs.171.00 million or 166.86% from Rs.102.48 million in Fiscal 2025 to Rs.273.49 million in Fiscal 2026, supported by mark- to-market gains on derivative contracts by Rs.17.36 million from (Rs.0.49) million in Fiscal 2025 to Rs.16.87 million in Fiscal 2026, higher gains on sale of investments measured at FVTPL by Rs.12.23 million from Rs.9.05 million in Fiscal 2025 to Rs.21.28 million in Fiscal 2026 and higher interest income earned on bank deposit by Rs.8.85 million from Rs.107.48 million in Fiscal 2025 to ^116.33 million in Fiscal 2026.

Expenses

Total expenses increased by Rs.1,071.72 million or 6.03%, from Rs.17,773.71 million in Fiscal 2025 to Rs.18,845.43 million in Fiscal 2026, primarily on account of increase in cost of materials consumed and employee benefit expense. Our total expenses represented 91.30% and 90.20% of our total income in Fiscals 2025 and 2026, respectively. The details of our expenses are set forth below:

• Cost of materials consumed: Cost of materials consumed increased by Rs.913.25 million, or 8.68%, from Rs.10,520.30 million in Fiscal 2025 to Rs.11,433.55 million in Fiscal 2026. The increase was primarily attributable to increase in the prices of key raw materials such as aluminium, copper, steel, XLPE and PVC compound in Fiscal 2026, due to geopolitical situation in the Middle East, resulting in higher consumption of raw materials in Fiscal 2026.

• Erection, sub-contracting and other project expenses: Erection, sub-contracting and other project expenses decreased by Rs.321.74 million or 6.40%, from Rs.5,030.25 million in Fiscal 2025 to Rs.4,708.51 million in Fiscal 2026, which is primarily attributable to a decrease in power transmission and distribution projects undertaken by us in Fiscal 2026.

• (Increase)/decrease in inventories: Changes in inventories of finished goods, semi- finished goods and work-in-progress decreased by Rs.534.61 million or 59.51%, from Rs.(898.32) million in Fiscal 2025 to Rs.(363.71) million in Fiscal 2026. This was primarily on account of higher closing inventory in Fiscal 2026 as compared to Fiscal 2025.

• Employee benefits expense: Employee benefits expense increased by Rs.143.82 million, or 18.84%, from Rs.763.49 million in Fiscal 2025 to Rs.907.31 million in Fiscal 2026. The increase was primarily on account of routine annual increments in salary and wages and an increase in the number of our employees during Fiscal 2026. The total number of our employees increased by 50, or 5.95%, from 840 employees as at March 31, 2025 to 890 employees as at March 31, 2026.

• Finance costs: Finance costs decreased marginally by Rs.0.14 million or 0.02%, from Rs.660.14 million in Fiscal 2025 to Rs.660.00 million in Fiscal 2026.

• Depreciation and amortization expenses: Depreciation and amortisation expense increased marginally by Rs.0.91 million, or 0.56%, from Rs.163.26 million in Fiscal 2025 to Rs.164.17 million in Fiscal 2026. This was primarily on account of an increase in amortisation on right-of-use assets by Rs.1.82 million, or 8.45%, from Rs.21.54 million in Fiscal 2025 to Rs.23.36 million in Fiscal 2026. This was partially offset by a decrease in depreciation on property, plant and equipment by Rs.0.86 million, or 0.61%, from Rs.141.05 million in Fiscal 2025 to Rs.140.19 million in Fiscal 2026, and a decrease in amortisation of intangible assets by Rs.0.05 million, or 7.46%, from Rs.0.67 million in Fiscal 2025 to Rs.0.62 million in Fiscal 2026.

• Other expenses: Other expenses decreased by Rs.198.99 million or 12.97%, from Rs.1,534.59 million in Fiscal 2025 to Rs.1,335.60 million in Fiscal 2026, which was principally attributable to:

(i) A decrease in rates, taxes and duties expense of Rs.212.95 million, primarily attributable to the absence of a one-time charge recognised in Fiscal 2025. During Fiscal 2025, our Company recorded an expense of Rs.176.48 million towards the settlement/provision of legacy entry tax matters, which resulted in higher rates, taxes and duties expense for that year. Excluding this non-recurring item, rates, taxes and duties remained broadly in line with our Companys normal business operations;

(ii) a decrease in Provision for Doubtful Debts by Rs.64.11 million primarily attributable to the absence of bad debt provisions during Fiscal 2026. Consequently, no material doubtful debts were recognised during the year, resulting in lower provisioning compared to Fiscal 2025.

(iii) a decrease in Clearing and Forwarding Charges by Rs.20.41 million primarily attributable to decrease in exports during the Fiscal 2026 which led to a reduction in export-related logistics and forwarding costs; and

(iv) a decrease in Cash Rebate by Rs.15.44 million primarily attributable to changes in customer payment patterns, which led to a reduction in cash rebates offered during Fiscal 2026.

Restated profit for the year before tax

As a result of the factors outlined above, our restated profit for the year before tax, after adjustment of profit and loss on account of consolidation of joint venture and share of profit/(loss) of an associate, increased by Rs.360.35 million or 21.35% from Rs.1,687.68 million for Fiscal 2025 to Rs.2,048.03 million for Fiscal 2026.

Tax expenses

Total tax expenses increased by Rs.6.22 million or 1.41%, from Rs.441.82 million for Fiscal 2025 to Rs.448.04 million for Fiscal 2026, which was principally attributable to an overall increase in tax expenses as compared to Fiscal 2025 on account of increase in revenue from operations.

Restated profit for the year

As a result of the factors outlined above, our restated profit for the year increased by Rs.354.13 million or 28.42% from Rs.1,245.86 million for Fiscal 2025 to Rs.1,599.99 million for Fiscal 2026.

Fiscal 2025 compared to Fiscal 2024

Total income

Total income increased by Rs.5,220.54 million, or 36.64%, from Rs.14,246.27 million for Fiscal 2024 to Rs.19,466.81 million for Fiscal 2025, primarily due to an increase in Revenue from Operations and other income.

Revenue from Operations

Revenue from Operations increased by Rs.5,106.53 million, or 36.29%, from Rs.14,073.15 million for Fiscal 2024 to Rs.19,179.68 million for Fiscal 2025, which comprises of:

Revenue from external customers

• Manufacturing segment: Revenue from external customers increased by Rs.3,228.52 million or 34.97% from Rs.9,231.51 million in Fiscal 2024 to Rs.12,460.03 million in Fiscal 2025. This growth is primarily

attributable to an increase in order volumes for the supply of manufactured products to customers, both through direct sales and our products utilised in EPC projects executed by us, resulting in higher sales during Fiscal 2025.

• EPC segment: Net Revenue from EPC projects and other services increased by Rs.1,878.01 million or 38.79% from Rs.4,841.64 million in Fiscal 2024 to Rs.6,719.65 million in Fiscal 2025. This increase was primarily attributable due to (i) an increase in revenue from power transmission and distribution projects from Rs.4,429.29 million in Fiscal 2024 to Rs.6,206.43 million in Fiscal 2025, representing an increase of 40.12% primarily on account of higher execution of orders and a large order book carried into the year, (ii) an increase in revenue from solar power projects from Rs.390.57 million in Fiscal 2024 to Rs.458.56 million in Fiscal 2025, representing an increase of 17.41%, and (iii) Rs.52.97 million from water management projects, which commenced in Fiscal 2025.

Other income

Other income increased by Rs.114.01 million or 65.86%, from Rs.173.12 million in Fiscal 2024 to Rs.287.13 million in Fiscal 2025, which was principally attributable to an increase in interest on bank deposits by Rs.29.45 million or 37.73%, from Rs.78.04 million in Fiscal 2024 to Rs.107.48 million in Fiscal 2025 and higher realised gains on derivative instruments by Rs.145.31 million from Rs.(42.83) million in Fiscal 2024 to Rs.102.48 million in Fiscal 2025.

Expenses

Total expenses increased by Rs.4,686.99 million or 35.81%, from Rs.13,086.72 million in Fiscal 2024 to ^17,773.71 million in Fiscal 2025, primarily on account of increase in erection, sub-contracting other project expenses and an increase in consumption of raw materials utilised on production of manufactured goods on account of an increase in revenue from both external customers and on captive consumption of manufactured goods in the EPC projects awarded to us. Our total expenses represented 91.85% and 91.30% of our total income in Fiscals 2024 and 2025, respectively. The details of our expenses are set forth below:

• Cost of materials consumed: Cost of materials consumed increased by Rs.2,813.64 million or 36.51%, from Rs.7,706.66 million in Fiscal 2024 to Rs.10,520.30 million in Fiscal 2025. The increase was primarily attributable to (i) the increase in production of manufactured goods, which resulted in higher procurement of raw materials; and (ii) an increase in raw material prices, primarily of copper and aluminium, in Fiscal 2025.

• Erection, sub-contracting and other project expenses: Erection, sub-contracting and other project expenses increased by Rs.1,386.86 million or 38.07%, from Rs.3,643.39 million in Fiscal 2024 to Rs.5,030.25 million in Fiscal 2025, primarily on account of an increase in expenses related to execution of the EPC projects undertaken by us which are at different stages of their respective project execution plans.

• (Increase)/ decrease in inventories: (Increase)/ decrease in inventories increased Rs.463.09 million or 106.40%, from Rs.(435.23) million in Fiscal 2024 to Rs.(898.32) million in Fiscal 2025, on account of higher closing inventory in Fiscal 2025 as compared to Fiscal 2024.

• Employee benefits expense: Employee benefits expense increased by Rs.149.27 million or 24.30%, from Rs.614.22 million in Fiscal 2024 to Rs.763.49 million in Fiscal 2025, primarily due to an increase in the number of employees on account of new EPC projects undertaken by us in Fiscal 2025 and the routine annual increments in salary and wages. The number of employees of our Company grew by 30 employees or 3.70% from 810 in Fiscal 2024 to 840 in Fiscal 2025.

• Finance costs: Finance costs increased by Rs.297.79 million or 82.18%, from Rs.362.35 million in Fiscal 2024 to Rs.660.14 million in Fiscal 2025, on account of an increase in borrowings used for working capital needs required in execution of our EPC projects in Fiscal 2025.

• Depreciation and amortization expenses: Depreciation and amortization expenses increased by Rs.61.12 million 59.84% from Rs.102.14 million in Fiscal 2024 to Rs.163.26 million in Fiscal 2025. This increase was primarily attributable to capital expenditure of Rs.156.93 million incurred during Fiscal 2025 majorly for purchase of plant and machinery for our existing manufacturing units, which resulted in a higher depreciable asset base and, consequently, higher depreciation and amortization expenses, computed in accordance with the useful lives prescribed under Schedule II to the Companies Act, 2013.

• Other expenses: Other expenses increased by Rs.441.40 million or 40.38%, from Rs.1,093.19 million in

Fiscal 2024 to Rs.1,534.59 million in Fiscal 2025, which was principally attributable to:

(v) an increase in stores and spares charges by Rs.30.96 million and packing charges by Rs.4.58 million primarily attributable to increase in manufactured goods;

(vi) an increase in power and fuel charges by Rs.23.89 million for manufacturing division which was attributable to increase in manufactured goods;

(vii) an increase in clearing and forwarding charges by Rs.20.18 million which was attributable to increase in export sales by Rs.803.72 million from Rs.50.82 million in Fiscal 2024 to Rs.854.54 in Fiscal 2025;

(viii) an increase in rental expenses by Rs. 19.63 million mainly attributable to increase in number of lease premises for store and offices on account of commissioning of new projects in our EPC segment;

(ix) an increase in rates and taxes by Rs.178.70 million primarily on account of provision of entry tax dues of Rs.176.48 million for earlier years during Fiscal 2025;

(x) an increase in travelling and conveyance expenses by Rs.14.38 million primarily on account of travel related expenses as a result of an increase in EPC projects undertaken in different states;

(xi) an increase in inspection and testing expenses by Rs.7.43 million primarily on account of: (i) additional charges of Rs.2.36 million linked to production was paid to Bureau of Indian Standard (BIS) on account of higher production from our Manufacturing Segment; (ii) marking fees of Rs.1.99 million paid to UL India in Fiscal 2025; and (iii) type test charges of Rs.3.23 million paid for cables and conductor in our Manufacturing Segment;

(xii) an increase in legal and professional expenses by Rs.24.79 million primarily on account of: (i) legal expenses in relation to fees of Rs.7.92 million paid for increase in authorised share capital; and (ii) professional fees paid as consultancy charges of Rs.14.58 million for EPC projects;

(xiii) an increase in Corporate Social Responsibility ("CSR") expenses by Rs.9.78 million, primarily due to a rise in the average net profit of the preceding three financial years; and

(xiv) provisioning of doubtful debt by Rs.64.11 million on account anticipated loss on trade receivables.

Restated profit for the year before tax

As a result of the factors outlined above, our restated profit for the year before tax, after adjustment of profit and loss on account of consolidation of joint venture and share of profit/(loss) of an associate, our restated profit for the year before tax increased by Rs.528.40 million or 45.58% for Fiscal 2025 to Rs.1,687.68 million from Rs.1,159.28 million for Fiscal 2024.

Tax expenses

Total tax expenses increased by ^ 148.61 million or 50.68%, from Rs.293.21 million for Fiscal 2024 to Rs.441.82 million for Fiscal 2025, which was principally attributable to an overall increase in tax expenses as compared to Fiscal 2024 on account of increase in revenue from operations.

Restated profit for the year

As a result of the factors outlined above, our restated profit for the year increased by Rs.379.79 million or 43.85% from Rs.866.07 million for Fiscal 2024 to Rs.1,245.86 million for Fiscal 2025.

Cash flows

The following table sets forth certain information relating to our cash flows for Fiscals 2026, 2025 and 2024:

Particulars As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
Net cash flow generated from/ (used in) operating activities 1,560.82 (2,385.93) 1,009.07
Net cash flow generated from/ (used in) investing activities (406.01) (127.74) (35.81)
Net cash flow generated from/ (used in) financing activities (1,017.18) 3,114.77 (942.54)

Net cash generated from /(used in) from operating activities

Fiscal 2026

Net cash generated from operating activities for Fiscal 2026 was Rs.1,560.82 million. Our profit before tax was Rs.2,048.03 million, which was primarily adjusted for (i) depreciation and amortisation of Rs.164.17 million, (ii) finance costs of Rs.660.00 million, (iii) gain on fair valuation of investments measured at fair value through profit and loss of Rs.7.12 million and partially offset by (i) interest income of Rs.(130.69) million, (ii) dividend income of Rs.(0.08) million, (iii) (profit)/loss on sale of property, plant and equipment of Rs.(1.71) million, (iv) (profit)/loss from LLP of Rs.(0.57) million, (v) share of net profit of joint ventures accounted for using the equity method of Rs.(0.33) million, (vi) unwinding income on fair valuation of security deposit of Rs.(0.29) million, (vii) gain on modification of lease of Rs.(5.71) million, (viii) (gain)/loss on sale of investments measured at fair value through profit and loss of Rs.(21.28) million, (ix) (gain)/loss on fair valuation of derivative instruments measured at fair value through profit and loss (net) of Rs.(16.87) million, (x) unrealised foreign exchange gain (net) of Rs.(22.41) million, (xi) liabilities no longer required written back of Rs.(13.92) million and (xii) reversal of provision for slow moving inventories of Rs.(22.77) million.

Our operating profit before working capital changes was Rs.2,642.69 million in Fiscal 2026. The adjustments in working capital in Fiscal 2026 primarily consisted of outflows from (i)(increase)/decrease in inventories of Rs.(1,027.00) million; (ii) (increase)/decrease in trade receivables of ^(1,714.53) million; (iii) (increase)/decrease in other financial and non-financial assets of Rs.(749.62) million; (iv) (increase)/decrease in other non-current assets of Rs.(66.12) million; (v) (increase)/decrease in other current assets of Rs.(335.71) million; and (vi) increase/(decrease) in provisions and financial liabilities of Rs.(3.51) million; which were partially offset by inflows from (i) increase/(decrease) in other liabilities of Rs.501.93 million; (ii) increase/(decrease) in trade payables and financial liabilities of Rs.1,547.15 million; and (iii) increase/(decrease) in trade acceptances of ^1,513.08 million. Cash generated from operating activities was Rs.2,308.36 million and direct tax paid (net) was Rs.747.54 million, resulting in net cash generated from operating activities of Rs.1,560.82 million.

Fiscal 2025

Net cash used in operating activities for Fiscal 2025 was Rs.(2,385.93) million. Our profit before tax was Rs.1,687.68 million, which was primarily adjusted for (i) depreciation and amortisation of Rs.163.26 million, (ii) finance costs of Rs.660.14 million, (iii) share of net profit/loss of joint ventures accounted for using the equity method of Rs.5.42 million, (iv) provision for doubtful debts of Rs.64.11 million, (v) provision/(reversal) for slow moving inventories of Rs.30.67 million and (vi) (gain)/ loss on fair valuation of derivative instruments measured at fair value through profit and loss (net) of Rs.0.49 million, and partially offset by (i) interest income of Rs.(129.36) million, (ii) dividend income of Rs.(0.11) million, (iii) (profit)/ loss on sale of property, plant and equipment of Rs.(1.14) million, (iv) (profit)/ loss from LLP of Rs.(1.84) million, (v) unwinding income on fair valuation of security deposit of Rs.(0.18) million, (vi) (gain)/ loss on sale of investments measured at fair value through profit and loss of Rs.(9.05) million,

(vii) (gain)/ loss on fair valuation of investments measured at fair value through profit and loss of Rs.(4.70) million,

(viii) unrealised foreign exchange (gain)/ loss (net) of Rs.(13.21) million and (ix) liabilities no longer required written back of Rs.(20.06) million.

Our operating profit before working capital changes was Rs.2,432.13 million in Fiscal 2025. The adjustments in working capital in Fiscal 2025 primarily consisted of (i) (increase)/ decrease in inventories of Rs.(833.11) million, (ii) (increase)/ decrease in trade receivables of Rs.(2,667.31) million, (iii) (increase)/ decrease in other financial and non-financial assets of Rs.(984.62) million, (iv) (increase)/ decrease in other current assets of Rs.(132.06) million, (v) increase/ (decrease) in trade payables and financial liabilities of Rs.(306.48) million and (vi) increase/ (decrease) in provisions and financial liabilities of Rs.(0.35) million, which were partially offset by (vii) (increase)/ decrease in other non-current assets of Rs.6.37 million, (viii) increase/ (decrease) in other liabilities of Rs.114.30 million and (ix) increase/ (decrease) in trade acceptance of Rs.427.94 million. Cash used in operations was ^(1,943.19) million and direct tax paid (net) was Rs.442.74 million, resulting in net cash used in operating activities of Rs.(2,385.93) million.

Fiscal 2024

Net cash generated from operating activities for Fiscal 2024 was Rs.1,009.07 million. Our profit before tax was Rs.1,159.28 million, which was primarily adjusted for (i) depreciation and amortisation of Rs.102.14 million, (ii) finance costs of Rs.362.35 million, (iii) (gain)/ loss on fair valuation of derivative instruments measured at fair value through profit and loss (net) of Rs.20.92 million, (iv) (profit)/ loss on sale of property, plant and equipment of Rs.3.06 million and share of net profit/loss of joint ventures accounted for using the equity method of Rs.0.27 million, and partially offset by (i) interest income of Rs.(87.80) million, (ii) dividend income of Rs.(0.09) million, (iii) (profit)/ loss from LLP of Rs.(0.73) million, (iv) unwinding income on fair valuation of security deposit of Rs.(0.98) million, (v) gain on modification of lease of Rs.(1.24) million, (vi) (gain)/ loss on sale of investments measured at fair value through profit and loss of Rs.(19.87) million, (vii) (gain)/ loss on fair valuation of investments measured at fair value through profit and loss of Rs.(7.33) million, (viii) unrealised foreign exchange (gain)/ loss (net) of Rs.(5.30) million, (ix) liabilities no longer required written back of Rs.(52.25) million and (x) reversal of expected credit loss of Rs.(2.24) million.

Our operating profit before working capital changes was Rs.1,470.19 million. The adjustments in working capital in Fiscal 2024 primarily consisted of (i) (increase)/ decrease in inventories of Rs.(561.41) million, (ii) (increase)/ decrease in trade receivables of Rs.(2,055.54) million, (iii) (increase)/ decrease in other financial and non-financial assets of Rs.(834.11) million and (iv) (increase)/ decrease in other non-current assets of Rs.(26.46) million, which were partially offset by (i) (increase)/ decrease in other current assets of Rs.316.06 million, (ii) increase/ (decrease) in lease liabilities of Rs.34.42 million, (iii) increase/ (decrease) in other liabilities of Rs.739.31 million, (iv) increase/ (decrease) in trade payables and financial liabilities of Rs.249.84 million, (v) increase/ (decrease) in trade acceptance of Rs.1,930.79 million and (vi) increase/ (decrease) in provisions and financial liabilities of Rs.1.86 million. Cash generated from operations was Rs.1,264.95 million and direct tax paid (net) was Rs.255.88 million, resulting in net cash generated from operating activities of Rs.1,009.07 million.

Net cash generated from/ (used in) investing activities

Fiscal 2026

Net cash used in investing activities for Fiscal 2026 was Rs.(406.01) million. This reflected (i) investment in non - current and current investments of Rs.(1,382.42) million; (ii) purchase of property, plant and equipment, intangible assets and capital WIP of Rs.(518.88) million; and (iii) proceeds from/(investment on) fixed deposit (net) of Rs.(120.12) million. This was partially offset by (i) proceeds from sale of non-current and current investments of Rs.1,515.13 million; (ii) interest received of Rs.96.91 million; (iii) proceeds from the sale of property, plant and equipment of Rs.2.72 million; (iv) profit/(loss) from LLP of Rs.0.57 million; and (v) dividend received of Rs.0.08 million.

Fiscal 2025

Net cash used in investing activities for Fiscal 2025 was Rs.(127.74) million. This reflected (i) investment in non - current and current investments of Rs.(902.41) million; (ii) purchase of property, plant and equipment, intangible assets and capital WIP of Rs.(498.57) million; (iii) proceeds from/(investment on) fixed deposit (Net) of Rs.(365.19) million; and (iv) loan given of Rs.(33.30) million. This was partially offset by (i) proceeds from sale of non-current and current investments of Rs.1,426.10 million; (ii) loan given, received back of Rs.135.75 million; (iii) interest received of Rs.105.99 million; (iv) proceeds from the sale of property, plant and equipment of Rs.1.94 million; (v) profit/(loss) from LLP of Rs.1.84 million; and (vi) dividend received of Rs.0.11 million.

Fiscal 2024

Net cash used in investing activities for Fiscal 2024 was Rs.(35.81) million. This reflected (i) investment in non - current and current investments of Rs.(2,382.76) million; (ii) loan given of Rs.(392.50) million; and (iii) purchase of Property, plant and equipment, intangible assets and capital WIP of Rs.(221.75) million. This was partially offset by (i) proceeds from sale of non-current and current investments of Rs.1,606.86 million; (ii) proceeds from/(investment on) fixed deposit (net) of Rs.852.70 million; (iii) loan given, received back of Rs.424.96 million; (iv) interest received of Rs.59.30 million; (v) proceeds from the sale of property, plant and equipment of Rs.16.99 million; (vi) profit/(loss) from LLP of Rs.0.30 million; and (vii) dividend received of Rs.0.09 million.

Net cash generated from/ (used in) financing activities

Fiscal 2026

Our net cash used in financing activities for Fiscal 2026 was ^(1,017.18) million. This primarily reflected (i) repayment of long-term borrowings of Rs.(864.95) million; (ii) finance cost paid of Rs.(634.17) million; and (iii) repayment of lease liability of Rs.(36.34) million. This was partially offset by (i) (repayment of)/proceeds from short term borrowings (Net) of Rs.288.29 million; and (ii) proceeds from long term borrowings of Rs.229.99 million.

Fiscal 2025

Our net cash generated from financing activities for Fiscal 2025 was Rs.3,114.77 million. This primarily reflected (i) (repayment of)/proceeds from short term borrowings (Net) of ^3,116.13 million; and (ii) proceeds from long term borrowings of Rs.771.26 million. This was partially offset by (i) finance cost paid of Rs.(629.67) million; (ii) repayment of long term borrowings of Rs.(108.15) million; and (iii) repayment of lease liability of Rs.(34.80) million.

Fiscal 2024

Our net cash used in financing activities for Fiscal 2024 was Rs.(942.54) million. This primarily reflected (i) (repayment of)/proceeds from short term borrowings (Net) of Rs.(388.74) million; (ii) finance cost paid of Rs.(345.75) million; (iii) repayment of long-term borrowings of Rs.(260.00) million; and (iv) repayment of lease liability of Rs.(34.42) million. This was partially offset by proceeds from long term borrowings of Rs.86.37 million.

INDEBTEDNESS

As at July 31, 2026, we had Rs.18,567.82 million as outstanding borrowings including secured unsecured borrowings and trade acceptances. For further information on our indebtedness, see "Financial Indebtedness" on page 418.

CONTINGENT LIABILITIES

The following table sets forth certain information relating to our contingent liabilities as at March 31, 2026, as determined in accordance with Ind AS 37:

Particulars As at March 31, 2026
Contingent liabilities
Claims against the Company not acknowledged as debts:
(a) Claims by customers/suppliers and other third parties 9.38
(b) Representation have been filed before the respective authorities against:
- Custom duty under appeal / litigation 94.67
- Income tax under appeal/ litigation -
- GST under appeal/ litigation 143.60
- High Court- Patna relating to civil writ jurisdiction 0.94
Total 248.59

Notes

i) The amounts shown in above represent the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of different legal processes which have been invoked by our Company and its Subsidiary, Lumino Green Energy Private Limited (together, the "Group") and its joint ventures or the claimants, as the case may be and, therefore, cannot be estimated accurately. The Group and its joint ventures do not expect any reimbursement in respect of above contingent liabilities.

ii) One of the claim with respect to (a) above our Company has made counter claims/ has a right to recover money in the event of claims crystallizing amounting to T8.72 million (previous year ended March 31, 2025 and March 31, 2024 - T8.72 million).

iii) Our Company has received several demand orders under WBGST and CGST Act. The management firmly believes that our Company has a strong case and such demand is not tenable as per law. Our Company has filed appeal against these orders.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or which we believe reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, operating results, liquidity, capital expenditure or capital resources.

RELATED PARTY TRANSACTIONS

We have, in the course of their business and operations, entered into transactions with related parties, such as sale of goods, purchase of goods, rendering of service during the year and loans and advances. For further information on our related party transactions, see "Restated Consolidated Financial Information - Related Party Transaction - Note 45.11 - Related party disclosure pursuant to Ind AS - 24" on page 372.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISKS

Our Company is exposed to market, credit, liquidity and regulatory risks. Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: commodity risk, interest rate risk, foreign currency risk.

Interest rate risk

Interest rate is risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our Companys exposure to the risk of changes in the market interest rates relates primarily to our Companys long term debt obligations with floating interest rates. We have a defined benefit obligation that uses a discount rate based on government bonds. If the bond yield falls, the defined benefit obligations will tend to rise.

Liquidity risk

Our Company determines its liquidity requirement in the short, medium and long term. Its objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. Our Company relies on a mix of borrowings and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium/ long term expansion needs. Our Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs.

Credit risk management

The credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to our Company. Majority of our Companys transaction are earned in cash or cash equivalents. The trade receivable comprises mainly of receivables from corporate customers, public sector undertakings, State/Central Governments and hence no issues of credit worthiness.

Regulatory risk

Our Company performance may be impacted due to change in regulatory environment. Our Company is closely monitoring the regulatory developments and risks thereof and proactively implementing course correction for proper compliance commensurate with new regulatory requirements.

Commodity price risk

Our Company is affected by the price volatility of certain commodities, primarily, aluminium, steel, copper, XLPE and PVC compound. Its operating activities require the on-going purchase of these materials. Our company has arrangement to pass-through the increase or decrease in aluminium, copper and steel price through price variance clause in majority of the contracts.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, 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 AFFECTED OR ARE LIKELY TO AFFECT REVENUE FROM 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 our revenue from operations identified above in " - Significant factors affecting our Results of Operations and Financial Conditions" and the uncertainties described in "Risk Factors" on pages 387 and 20, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Other than as described in "Risk Factors" on page 20 and this section, to our knowledge there are no known trends or uncertainties that have had or are expected have a material adverse impact on our sales, income or revenue from operations.

EXPECTED FUTURE CHANGES IN RELATIONSHIP BETWEEN COST AND REVENUE

Other than as described in this section and "Our Business", and "Risk Factors" on pages 246 and 20, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS

Our business is primarily dependent on orders from governmental authorities. For details, see "Our business and revenues are substantially dependent on orders receivedfrom state-owned electricity boards (SEBs) and public sector power utilities. 53.12%, 79.89% and 85.58% of our revenue from operations in the Fiscal 2026, 2025 and 2024, respectively, is from government entities and in the event any one or more such clients were to cease to issue tenders, our business could be adversely affected" on page 20. Further, we are reliant on a limited number of suppliers of raw materials for our operations. For details, see "Risk Factors - We rely on a limited number of parties for the supply of our raw material, loss of some of these suppliers may have an adverse effect on our business, results of operations andfinancial conditions" on page 39.

TOTAL TURNOVER OF EACH MAJOR INDUSTRY SEGMENT

Our Company monitors the operating results of our business as two segments, namely Manufacturing and Engineering Procurement and Construction and there are no other primary reportable segments. For further information, see "Restated Consolidated Financial Information"" on page 322.

NEW PRODUCTS OR BUSINESS SEGMENTS

Other than as disclosed in this section and in "Our Business " on page 246, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

COMPETITIVE CONDITIONS

We operate in a competitive environment. For further information, see "Business - Competition ", "Industry Overview " and "Risk Factors" on pages 277, 180 and 20, respectively.

SEASONALITY

Our business is not affected by material seasonal variations.

RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS

There have been no reservations, qualifications, adverse remarks or emphasis of matters highlighted by our Statutory Auditors in their examination report on the Restated Consolidated Financial Information.

MATERIAL DEVELOPMENTS SINCE APRIL 1, 2026

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

Our Company entered into a memorandum of understanding dated June 23, 2026 (the "MoU") with Pinaki Green Energy LLP (the "Buyer") in relation to the divestment of its interest in a 50 MW AC solar power project (the "Project") held through RJ Green Energy Private Limited ("RJ Green" and, collectively with our Company and the Buyer, the "Parties"), which was, prior to the Transfer (as defined below), a wholly owned subsidiary of our Company established for the Project. Our Company held 100% of the equity share capital of RJ Green, including 275 equity shares carrying differential voting rights ("DVR Equity Shares"), with each DVR Equity Share carrying 100 voting rights per equity share. Pursuant to the terms of the MoU and the share purchase and shareholders agreement dated June 23, 2026, entered into between the Buyer and our Company (the "SHA"), our Company completed the transfer of 49% of its shareholding in RJ Green to the Buyer, including the 275 DVR Equity Shares, on August 7, 2026 (the "Transfer"). Pursuant to the Transfer, our Company continues to hold 51.00% of the registered equity share capital of RJ Green, while the Buyer effectively holds 86.02% of the total voting rights in RJ Green.

Further, pursuant to the terms of the indemnity agreement dated June 23, 2026 entered into amongst the Parties (the "Indemnity Agreement"), the Buyer assumed full, exclusive and unconditional responsibility for managing, operating and handling the day-to-day affairs of RJ Green and agreed to indemnify our Company against postclosing liabilities. Accordingly, pursuant to the Indemnity Agreement and the Transfer, control of RJ Green was transferred to the Buyer and, consequently, RJ Green ceased to be a subsidiary of our Company.

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