OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Statements on page 300.
Our Company s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024, and Fiscal 2023, included herein is based on or derived from our Restated Consolidated Financial Statements included in this Red Herring Prospectus. For further information, see Restated Consolidated Financial Statements beginning on page 300. Please also refer to Definitions and Abbreviations on page 1 for certain terms used in this section. The Restated Consolidated Financial Statements is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBIICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see Risk Factors - Certain differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS which may affect investors assessments of our Company s financial condition on page 72.
This Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward- looking statements as a result of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus. See Forward-Looking Statements on page 17.
Unless the context otherwise requires, in this section, references to we , us , our our Company or the Company refers to M&B Engineering Limited and its Subsidiaries on a consolidated basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled Assessment of Pre-engineered buildings, structural steel and self-supported roofing industries dated July, 2025 (the CRISIL Report ) which is exclusively prepared for the purpose of the Offer and issued by CRISIL Intelligence, a division of CRISIL Limited ( CRISIL ) and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. CRISIL was appointed pursuant to the engagement letter entered into with our Company dated June 17, 2025. CRISIL is not related in any other manner to our Company. The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes ofpresentation. Further, the CRISIL Report was prepared on the basis of information as of specific dates and opinions in the CRISIL Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. CRISIL has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the CRISIL Report based on the information obtained by itfrom sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derivedfrom the CRISIL Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the CRISIL Report will be available on the website of our Company at from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the CRISIL Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the CRISIL Report. The views expressed in the CRISIL Report are that of CRISIL. For more information and risks in relation to commissioned reports, see Risk Factors - Certain sections of this Red Herring Prospectus contain information from the CRISIL Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks on page 67. Also see, Certain Conventions, Presentation of Financial, Industry and Market Data - Industry and Market Data on page 15.
OVERVIEW
For details in relation to our business overview, strengths, strategies and business operations, please see Our Business beginning on page 204.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in Our Business and Risk Factors , beginning on pages 204 and 28. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:
Demandfor PEBs and Self-Supported Steel Roofing Solutions
We are one of India s leading Pre-Engineered Buildings ( PEBs ) players (installed capacity being greater than 100,000 MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). We believe that we have been
able to achieve such leadership position by leveraging on our comprehensive suite of services and integrated manufacturing facilities, ability to deliver solutions, strong focus on customer service and our well-established execution track record of over 9,500 projects. We believe that our leadership position offers us competitive advantages such as reduced costs due to economies of scale and better pricing power.
As per the CRISIL Report, Indian PEB industry expanded at a CAGR of ~8.3% over Fiscals 2019-2025, growing from ? 130 billion in Fiscal 2019 to ? 210 billion in Fiscal 2025. The medium-term outlook is optimistic, with the industry growing at a strong 9.5-10.5% CAGR between Fiscals 2025 and 2030 to ?330-345 billion, supported by investments in the industrial and infrastructure sectors, such as warehouses and logistics as well as expressways (wayside amenities and toll plazas) (Source: CRISIL Report).
While the PEB market is projected to see growth, it is also subject to a number of key challenges, including:
(i) Vulnerability to fluctuations in raw material prices;
(ii) Transportation challenges;
(iii) Necessity for additional safeguards to withstand natural disasters;
(iv) Medium capital outlay and fragmented industry;
(v) Design limitations; and
(vi) Limited knowledge and lack of skilled manpower. (Source: CRISIL Report)
As per the CRISIL Report, the self-supported roofing market in India logged a CAGR of 6.1% between Fiscals 2019 and 2025. This increase in demand can be attributed to growth in infrastructure and industrial segments, which are the major end use segment of self-supported roofing in India, witnessing construction spends of ? 24 trillion and ? 4 trillion in Fiscals 2021 and 2025, respectively ( Source: CRISIL Report ). Increased investments in railways in India also contributed to the growth as self- supported roofing is finding applications at railways stations and sheds, owing to their durability ( Source: CRISIL Report ). As per the CRISIL Report, the self-supported roofing market in India is estimated to moderately grow 5-7% between Fiscals 2025 and 2030, on the back of sustained investments in infrastructure and industrial segments as well as increasing awareness of the benefits of self-supported roofing.
We intend to leverage our market leadership position, customer relationships, expertise, infrastructure and skilled manpower to capitalize on these market opportunities. However, if the PEB industry and the self-supported steel roofing solutions industry fails to sustain or increase its adoption, our business and results of operations may be adversely affected.
Relationships with customers and dependence on certain customer groups
Over the period of our operations, we have executed over 9,500 projects and have established long-term relationships with our diverse set of customers across industries we cater to. We believe that our ability to address the varying and stringent customer requirements over long periods enables us to obtain additional business from existing clients as well as new clients. Through both our Phenix Division and Proflex Division, we provide our products and services to a diverse range of customers operating across varied industries. Some of our customers include Adani Green Energy Limited, Adani Ports and Special Economic Zone Limited, Adani Logistics Limited, AIA Engineering Limited, Alembic Pharmaceuticals Limited, Tata Advanced Systems Limited, Balaji Wafers Private Limited, Elecon Engineering Co Limited, Gujarat Tea Processors and Packers Limited, Intas Pharmaceuticals Limited, Lubi Industries LLP, PSP Projects Limited, Everest Food Products Private Limited, Arvind Limited, Inductotherm (India) Private Limited, Haldiram Foods International Private Limited, SMC Power Generation Limited, Oriental Rubber Industries Limited, Shree Ram Industries, Satyam Plastfab Private Limited and Laxmi Hydraulics Private Limited.
We believe our customer relationships are primarily led by our ability to develop processes, meet stringent quality and technical specifications and complete the designing, manufacturing, erection and installation for our customers in a timely and cost- effective manner. As a result, we have a history of high customer retention and have been providing services for certain customers for a number of years. We believe that such long-term association with our customers offers us competitive advantages such as revenue visibility, industry goodwill, a deep understanding of the requirements of our customers and is a testament to the quality of our products and services. Our revenues from repeat orders from customers for Fiscal 2025, Fiscal 2024, and Fiscal 2023 is as set out below:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Revenues from repeat customers* (in ? million) | 5666.87 | 5,824.51 | 5,776.98 |
| Revenues from repeat customers as % of our consolidated revenues from operations | 57.32% | 73.26% | 65.61% |
Revenues from repeat customers is revenues from customers and/ or customer groups where our Company would have recognized revenues from such customer and/ or customer groups in at least one fiscal during the last three fiscals preceding the fiscal for which the data is being disclosed.
The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue from operations of our largest customer group, our top 5 customer groups and our top 10 customer groups, for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
| Customers | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| Revenue contribution (In ? millions) | As a percentage of the revenue from operations (%) | Revenue contribution (In ? millions) | As a percentage of the revenue from operations (%) | Revenue contribution (In ? millions) | As a percentage of the revenue from operations (%) | |
| Largest customer group | 1,454.33 | 14.71% | 1,014.07 | 12.75% | 1,614.65 | 18.34% |
| Top 5 customer groups | 4,214.80 | 42.64% | 2,857.43 | 35.94% | 3,063.57 | 34.79% |
| Top 10 customer groups | 5,425.68 | 54.89% | 3,681.09 | 46.30% | 4,121.49 | 46.81% |
We expect that we will continue to be reliant on certain customers for the foreseeable future. Accordingly, any failure to retain these customers and/or negotiate and execute contracts with such customers on terms that are commercially viable, could adversely affect our business, financial condition and results of operations. In addition, any defaults or delays in payments by a major customer or insolvency or financial distress of any major customer may have an adverse effect on business, financial condition and results of operations.
Our ability to execute and expand our order book
As of June 30, 2025, we had an order book of ?8,428.38 million. Set out below is the split of our order book from our Phenix Division and Proflex Division, as of June 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023:
| Division | Order book contribution (in ? million) as of June | Order book contribution (in ? million) as of March | Order book contribution (in ? million) as of March | Order book contribution (in ? million) as of |
| 30, 2025 | 31, 2025 | 31, 2024 | March 31, 2023 | |
| Phenix Division | 6,335.66 | 6,129.93 | 4,378.47 | 3,206.35 |
| Proflex Division | 2,092.72 | 1,898.78 | 1,528.27 | 1,071.48 |
| Total | 8,428.38 | 8,028.71 | 5,906.74 | 4,277.83 |
The growth of our order book is a cumulative indication of the revenues that we expect to recognise in future periods with respect to our existing orders. We cannot assure you that the income anticipated in our order book will be realised or if realised, will be realised on time or result in profits. The number of orders we have received in the past, our existing order book and our growth rate may not be indicative of the number of orders we will receive in the future.
The completion of our orders involves various execution risks including delay or disruption in supply of raw materials, unanticipated cost increases, force majeure events, time and cost overruns, geo-political issues and operational hazards and therefore, we may not always be able to execute our projects within the scheduled time. In the event of any disruptions while executing our projects, due to natural or man-made disasters, workforce disruptions, fire, explosion, failure of machinery, or any social, political or economic disturbances or civil disruptions in or around the jurisdictions where such projects are located, our ability to execute our projects may be adversely affected. For details, see Risk Factors- Our current order book and our growth rate may not be indicative of the orders we will receive in future. Any delays, modifications in execution, modifications or cancellations of our orders expose us to revenue volatilities adversely impacting our revenue from operations, cash flows and financial conditions on page 39.
Capacity Utilization of our Manufacturing Facilities and ability to expand our pan-India manufacturing presence
The table below sets forth the installed production capacity and the capacity utilization of our Sanand Facility and our Cheyyar Facility for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
| Facility and Product Segment | Units | As of and for the year ended March 31, 2025 | As of and for the year ended March 31, 2024 | As of and for the year ended March 31, 2023 | ||||||
| Annual Installed Capacity* | Actual Production | Capacity Utilization** | Annual Installed Capacity* | Actual Production | Capacity Utilization** | Annual Installed Capacity* | Actual Production | Capacity Utilization** | ||
| Sanand Facility-Pre- Engineered Buildings | MTPA | 72,000.00 | 45,556.49 | 63.27% | 72,000.00 | 41,845.30 | 58.12% | 72,000.00 | 43,483.19 | 60.39% |
| Cheyyar Facility | MTPA | 31,800.00 | 6,323.21 | 23.34%*** | NA# | NA# | NA# | NA# | NA# | NA# |
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
Note: Installed capacity and actual production indicate the capacity for production ofpre-engineered buildings which generally determines the overall capacity of the manufacturing facility. This does not include the individual capacity for manufacturing specific primary and secondary structural components for preengineered buildings, structural steel components such as beams, channels, hollow sections which generally form part of the pre-engineered buildings.
* It is assumed operations of365 days a year and 3-shift operation of 8 hours a day for calculation of Installed Capacity of respective facilities of the Company.
# Our Cheyyar Facility was commissioned on May 23, 2024, with an existing capacity of31,800 MTPA.
** Capacity utilization has been calculated on the basis of actual production during the relevant fiscal year divided by the aggregate installed capacity of relevant manufacturing facilities as of the end of the relevant fiscal year.
***Capacity utilization for the Cheyyar facility for the year ended March 31, 2025 has been calculated by dividing the actual production for the period by 85% of the annualized installed capacity.
Our Proflex Division operates a fleet of 14 mobile manufacturing units which allows us to address our customers in a wide geographic expanse. Each of our mobile manufacturing unit is equipped with a panel manufacturing machine, a telescopic crane and other ancillary equipment. The installed capacity and capacity utilization for our mobile manufacturing units for Fiscal 2025, Fiscal 2024, and Fiscal 2023 respectively are set out below:
| Product Segment | Units | As of and for the year ended March 31, | ||||||||
| As of and for the year ended March 31, 2025 | As of and for the year ended March 31, 2024 | As of and for the year ended March 31, 2023 | ||||||||
| Annual Installed Capacity | Actual Production | Capacity Utilization | Annual Installed Capacity | Actual Production | Capacity Utilization | Annual Installed Capacity | Actual Production | Capacity Utilization | ||
| Self- Supported Roofings | Square meters | 18,00,000.00 | 12,38,735.00 | 68.82% | 16,50,000.00 | 12,31,610.00 | 74.64% | 16,50,000.00 | 13,66,744.00 | 82.83% |
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
As of March 31, 2025, our installed capacity for manufacturing of self-supported roofings was 1,800,000 square metres per annum.
These figures are not indicative of future capacity utilisation rates, which is dependent on various factors, including availability of raw materials, demand for our services, customer preferences, our ability to manage our inventory and implement our growth strategies. Underutilisation of our manufacturing capacities over extended periods, or underutilisation in the short-term, could materially and adversely impact our business, growth prospects and future financial performance.
Presence of manufacturing plants at diverse strategic locations enables economic and efficient delivery of PEB components to the construction sites. (Source: CRISIL Report) Before commissioning of our Cheyyar Facility in 2024, we had only one facility for our PEB business based out of Sanand, Gujarat which limited our ability to effectively service the markets in southern part of India. We intend to expand our operations and set up manufacturing facilities in different regions in India where we are not currently located in order to cater to potential customers in those regions. We believe that geographical diversification of our projects will reduce our reliance on any particular region and allow us to capitalize on opportunities in different states across the country. Our results of operations are dependent on our ability to successfully expand our operations and set up manufacturing facilities.
Raw Material cost and availability
We are exposed to the price risks associated with purchasing our raw materials consumed, which forms the highest component of our expenses. Further, in cases where the holding period of the raw material exceeds the average holding period, we may be required to have additional working capital coverage, for the purposes of maintaining such raw materials which may increase our working capital requirements. Further, any increase in the price of raw materials consumption, which our Company is unable to pass on the impact of, would have a material adverse effect on our Company s business and financial position. While our Company maintains a higher inventory of steel than required, our business and financial position may be impacted by an increase in the price of steel.
The table below sets out our cost of raw materials consumed including (increase)/decrease in inventories of finished goods, stock in trade and work-in-progress in Fiscal 2025, Fiscal 2024, Fiscal 2023 and such expenses as a percentage of our total expenses for the same periods:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| In ? millions | As a percentage of total expenses (%) | In ? millions | As a percentage of total expenses (%) | In ? millions | As a percentage of total expenses (%) | |
| Cost of raw materials consumed including (increase)/decrease in inventories of finished goods, stock in trade and work in progress | 5,980.82 | 66.85% | 5,107.84 | 68.34% | 6,052.31 | 71.75% |
The table below sets out the raw materials consumed from domestic suppliers and suppliers from outside India, including as a percentage of our total cost of materials consumed including (increase)/decrease in inventories of finished goods, stock in trade and work in progress in March 31, 2025, Fiscal 2024, and Fiscal 2023:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | |||
| In ? millions | As a % of total cost of materials consumed including (increase)/decrease in inventories of finished goods, stock in trade and work in progress | In ? millions | As a % of total cost of materials consumed including (increase)/decrease in inventories of finished goods, stock in trade and work in progress | In ? millions | As a % of total cost of materials consumed including (increase)/decrease in inventories of finished goods, stock in trade and work in progress | |
| Raw material consumption from domestic suppliers* | 4,360.79 | 72.91% | 3,720.95 | 72.85% | 5,195.76 | 85.85% |
| Raw material consumption from suppliers outside India* | 1,620.03 | 27.09% | 1,386.89 | 27.15% | 856.55 | 14.15% |
| Total Cost of materials consumed* | 5,980.82 | 100.00% | 5,107.84 | 100.00% | 6,052.31 | 100.00% |
including (increase)/decrease in inventories of finished goods, stock in trade and work in progress
Our cash flows may be adversely affected due to any gap in time between the date of procurement of those raw materials and the date on which we can reset the component prices for our customers so as to account for the increase in the prices of such raw materials. In addition, we may not be able to pass all of our raw material price increases to our customers. Our ability to adjust pricing terms with customers varies based on our specific customer relationships, market practice with respect to the particular raw material or component and other factors such as raw material content and whether medium-term price fluctuations have been factored into our component prices at the time of price finalisation.
If our leading suppliers discontinue supply to our Company for reasons including due to commercial disagreements, insolvency of the supplier or supply chain issues, we may be unable to source our raw materials from alternative suppliers on similar commercial terms or within a reasonable timeframe. This may adversely impact our production and eventually our business, results of operations, financial conditions and cash flows. In such a scenario, we may also breach contractual terms of delivery and installation which we have entered into with our customers, which may have an adverse impact on our results of operations, financial conditions and cash flows.
Government Initiatives
As of calendar year 2024, India s annual per capita steel consumption stood at 102.6 kg per annum, compared to the global average of 214.7 kg (Source: CRISIL Report). As per the CRISIL Report, Government polices like the National Steel Policy aims to increase per capita steel consumption of India and create a technologically advanced and globally competitive steel industry in India to promote self-sufficiency in steel production as well as economic growth. The National Steel Policy focuses on the following three main aspects: (i) increase in consumption of steel through major sectors of infrastructure, automobiles and housing; (ii) to achieve 300MT of steelmaking capacity by 2030; and (iii) to increase per capita steel consumption to the level of 160 Kgs by 2030 (Source: CRISIL Report). This is expected to aid pre-engineered building industry by positively impacting the quality of steel available, which is the dominant raw material required for pre-engineered buildings. Additionally, increasing penetration of pre-engineered buildings in infrastructure projects coupled with National Steel Policy s aim to boast steel consumption in infrastructure sector is expected to positively impact pre-engineered buildings. (Source: CRISIL Report) A withdrawal of this policy could have an adverse impact on our business, results of operations, cash flows and financial condition.
Furthermore, as per the CRISIL Report, the Government of India has also implemented the Domestically Manufactured Iron & Steel Products (DMI&SP) Policy for promoting Made in India steel for government procurement. Additionally, in 2021, the Government of India approved the Production Linked Incentive (PLI) Scheme for specialty steel (Source: CRISIL Report). The duration of the Steel PLI Scheme will be five years, from Financial Year 2024 to Financial Year 2028 (Source: CRISIL Report). With a budgetary outlay of ? 63.2 billion, the Steel PLI Scheme is expected to bring in investment of approximately ? 400.0 billion and capacity addition of 25 MT for speciality steel ( Source: CRISIL Report ). These steps will positively impact the availability and quality of steel as a raw material, supporting the PEB industry. (Source: CRISIL Report).
We expect to benefit from the above government initiatives and other initiatives similar thereto, and our business growth and continued profitability would depend in part on favourable government initiatives such as these, and in the absence of such favourable initiatives, our growth and future financial performance may be adversely affected.
SIGNIFICANT ACCOUNTING POLICIES
Note 1. Corporate Information
M & B ENGINEERING LIMITED ( the Holding Company or Company ) was incorporated on 16th June, 1981. The Companys registered and corporate office is located at MB House, 51, Chandrodaya Society, Opp Golden Triangle, Stadium Road, Post Navjivan, Ahmedabad, Gujarat, India, 380014. The Company is engaged in the business of Pre-Engineered Metal Buildings (PEB), Structural Steel, Self-Supported Steel Roofing and Components thereof.
These Restated Consolidated Financial Statements comprise the Company and its subsidiaries (referred to collectively as the Group ).
The Group s Restated Consolidated Financial Statements for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 were approved by Board of Directors and authorized for issue as on July 14, 2025.
Note 2. Basis of preparation and presentation of restated consolidated financial statements and Significant Accounting Policies
1. Basis of preparation and presentation of restated consolidated financial statements
This note provides a list of the significant accounting policies adopted in the preparation of these restated consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
i) Compliance with IndAS
The Group s restated consolidated financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards ( Ind AS ) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereto issued by Ministry of Corporate Affairs under section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory regulations require a different treatment.
These Restated Consolidated Financial Statements have been prepared by the Management as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, issued by the Securities and Exchange Board of India (SEBI) on 11 September 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 (ICDR Regulations) for the purpose of inclusion in the Red Herring Prospectus ( RHP ) and Prospectus in connection with its proposed initial public offering of equity shares of face value of Rs. 10 each of the Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholders (the Offer ), prepared by the Company in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act ).
(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time; and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) (the Guidance Note ).
ii) The Restated Consolidated Financial Statements of the Company comprise of the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Restated Consolidated Statement of Cash Flow and Restated Consolidated Statement of Changes in Equity for the year ended March 31, 2025, March 31, 2024 and March 31, 2023, the statement of Significant Accounting Policies and Notes to Restated Consolidated Financial Statements (collectively, the Restated Consolidated Financial Statements or Statements ).
iii) The Restated Consolidated Financial Statements have been compiled from:
• The Group s Audited consolidated financial statements as at and for the year ended March 31, 2025 and March 31, 2024 prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013 which have been approved by the Board of Directors at their meeting held on July 14, 2025 and June 06, 2024 respectively.
• Audited Special Purpose Consolidated Financial Statements of the Company as at and for the year ended March 31, 2023 prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013 which have been approved by the Board of Directors at their meeting held on June 06, 2024.
• The consolidated financial statement for the period ended March 31, 2024 is the first set of Financial Statements prepared in accordance with the requirements of IND AS 101 - First time adoption of Indian Accounting Standards. Accordingly, the transition date to IND AS is 01 April 2022. Upto the Financial year ended March 31, 2023, the Company prepared its consolidated financial statements in accordance with accounting standards notified under the Section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ( Indian GAAP or Previous GAAP ) due to which the Special purpose Ind AS consolidated financial statements were prepared for the purpose of Initial Public Offer (IPO).
• The Special purpose Ind AS consolidated Financial Statements as at and for the year ended March 31, 2023 have been prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS (01 April 2021) and as per the presentation, accounting policies and grouping/classifications including revised Schedule III of the Companies Act, 2013 disclosures followed as at and for the year ended March 31, 2024.
iv) In pursuance to ICDR Regulations, the Company is required to provide Financial Statements (FS) prepared in accordance with Indian Accounting Standard (Ind AS) for all the three years and the stub period (if applicable) audited and certified by the statutory auditor(s) who holds a valid certificate by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). To comply with such requirements, the company has prepared special purpose Ind AS financial statements for the financial years ending March 31, 2023. The special purpose Ind AS financial statements with required restatement have been included in the restated consolidated financial statements prepared for the purpose of filing the RHP and Prospectus.
v) The Restated consolidated Financial Statements have been prepared to contain information/disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations:-
(i) Adjustments to the profits or losses of the earlier periods for the changes in accounting policies to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these periods and of material errors, wherever required;
(ii) Adjustments for reclassification/regroupings of the corresponding items of income, expenses, assets and liabilities retrospectively in the years ended March 31, 2024 and March 31, 2023, in order to bring them in line with the groupings as per the Restated Consolidated Financial Statements of the Company for the year ended March 31, 2025 and the requirements of the SEBI Regulations, wherever required; and
(iii) The resultant impact of tax due to the aforesaid adjustments, wherever required.
vi) The Restated consolidated Financial Statements are presented in Indian Rupees (INR) which is holding company s functional currency, and all values are rounded to nearest Million (INR 000,000) upto two decimal places, except when otherwise indicated.
vii) The Restated Consolidated Financial Statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability, if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and / or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of Ind AS 116, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
viii) Basis of measurement
The restated consolidated financial statements have been prepared on the historical cost basis except for the following items:
| Items | Measurement basis |
| Investments in certain equity shares of entities other than subsidiaries and associates | Fair value |
| Net defined benefit (asset)/ liability | Fair value of plan assets less present value of defined benefit obligations |
ix) Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the restated consolidated financial statements from the date on which control commences until the date on which control ceases.
The following subsidiary companies have been considered in the preparation of the Restated Consolidated Financial Statements:
| Name of Entity | Country of Incorporation | Ownership held by | % of Holding & voting power as at | ||
| 31-Mar-25 | 31-Mar-24 | 31-Mar-23 | |||
| Phenix Building Solutions Private Limited* | India | M & B Engineering Limited | 100% | 100% | |
| Modtech Machines Private Limited* | India | M & B Engineering Limited | - | - | 51% |
| Phenix Construction Technologies INC | USA | M & B Engineering Limited | 100% | 100% | 100% |
* Phenix Building Solutions Private Limited was acquired as subsidiary on March 07, 2024. Modtech Machines Private Limited ceased to exist as a subsidiary on May 23, 2023.
x) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
2. Significant Material Accounting Policies
A. Use of Estimates
The preparation of financial statements is in conformity with the recognition and measurement principles of Ind AS which requires management to make critical judgments, estimates and assumptions that affect the reporting of assets, liabilities, income and expenditure. Estimates and underlying assumptions are reviewed on an ongoing basis and any revisions to the estimates are recognized in the period in which the estimates are revised and future periods are affected.
Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to the carrying amount of assets and liabilities within the next financial year, is in respect of:
1) Useful lives and residual value of property, plant and equipment: Property, plant and equipment / intangible assets are depreciated / amortized over their estimated useful lives, after taking into account estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation / amortization to be recorded during any reporting period. The useful lives and residual values are based on the Group s historical experience with similar assets
and take into account anticipated technological changes. The depreciation / amortization for future periods is revised if there are significant changes from previous estimates.
2) Impairment of financial assets: The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Group s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
3) Impairment of non-financial assets: Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount. The recoverable amount of an asset, is the higher of, its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a Discounted Cash Flow (DCF) model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset s performance being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
4) Employee benefits: The cost of the defined benefit and long-term employee benefit plans and the present value of the related obligations 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, a defined benefit and long-term employee benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period. There were qualifications in Audit Report of subsidiary Modtech Machines Pvt Ltd, which has ceased to be subsidiary of the company since May 23, 2023, in the Financial year ended on March 31, 2023 which required adjustments in the Restated Consolidated Financial Statements which is accounting policy of providing for Long term employee benefits as per the Indian Accounting Standard 19, the company has made adjustments of providing long term employee benefits expense on accrual basis in the Restated consolidated Financial Statements. As the said subsidiary is no longer a subsidiary of the Company, said adjustment does not have any impact on the Company s Profitability or Statement of financial statements.
5) Expense Provisions & contingent liabilities: The assessments undertaken in recognizing provisions and contingencies have been made in accordance with the applicable Ind AS. Provisions are recognized only when: (i) the Group has a present obligation (legal or constructive) as a result of a past event; and (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation. Where the effect of time value of money is material, provisions are determined by discounting the expected future cash flows. Contingent liability is disclosed in case of: (i) 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 (ii) a present obligation arising from past events, when no reliable estimate is possible.
6) Valuation of deferred tax: Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Group s financial statements and the corresponding tax bases used in computation of taxable profit and quantified using the tax rates as per laws enacted or substantively enacted as on the Balance Sheet date.
Deferred tax assets are generally recognized for all taxable temporary differences to the extent that is probable that taxable profits will be available against which those deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Transaction or event which is recognized outside profit or loss, either in other comprehensive income or in equity, is recorded along with the tax as applicable.
B. Property Plant and Equipment and Intangible Assets
Tangible Assets : Property, Plant and Equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes all expenses related to the acquisition and installation of Property, Plant and Equipment which comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use and other incidental expenses.
Capital Work in Progress : Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost comprises direct cost, related incidental expenses, pre
operative expenses, project expenses and for qualifying assets, borrowing costs capitalized in accordance with the Group s accounting policy.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in Statement of Profit and Loss.
Intangible Assets : Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
C. Depreciation and amortization useful life of Property, Plant & Equipment and Intangible Assets
(i) For Holding Company
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. In respect of Tangible assets acquired during the year depreciation/amortization is charged on a written down value basis for Proflex Systems division & on straight line basis for Phenix Construction Technologies and Phenix Infra , so as to write off the cost of the assets over the useful lives as prescribed in Schedule II of the Companies Act, 2013. Depreciation on additions / disposals of the assets during the current reporting year is provided on pro-rata basis according to the period during which the assets are put to use. Where the actual cost of purchase of an asset is below INR 5,000/-, the depreciation is provided @ 100 %. Technical Knowhow is to be amortized over the period of 5 years as estimated by the management.
Lease hold land is amortized over the period of lease from the date of commercial production from plant over that lease hold land.
(ii) For Indian Subsidiary Company
Depreciation is provided on straight line method based on the estimated useful life of the assets as specified under Schedule Il of the-Companies Act, 2013. Pro-rata depreciation is charged on additions & deletions during the year. Where the actual cost of purchase of an asset is below INR 5,000/-, the depreciation is provided @ 100 %.
(iii) For Foreign Subsidiary Company
Depreciation is provided as per the Income Tax Rules of the foreign country in which such subsidiary is incorporated.
D. Impairment of Assets
The Group, at each balance sheet date, assesses whether there is any indication of impairment of any asset and / or cash generating unit. If such indication exists, assets are impaired by comparing carrying amount of each asset and / or cash generating unit to the recoverable amount being higher of the net selling price or value in use. Value in use is determined from the present value of the estimated future cash flows from the continuing use of the assets.
E. Foreign Exchange Transactions and Translation
Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. The net gain or loss on account of exchange differences arising on settlement of foreign currency transactions are recognized as income or expense of the period in which they arise. Monetary assets and liabilities denominated in foreign currency as at the balance sheet date are translated at the closing rate. The resultant exchange rate differences are recognized in the statement of profit and loss. Non-monetary assets and liabilities are carried at the rates prevailing on the date of transaction.
F. Inventory
Materials & Bought outs, Stock in Trade, Stores and Packing materials, Work in Progress and Finished Goods are valued at lower of cost (Weighted average basis) or net realizable value. Cost includes all direct costs and applicable overheads to bring the goods to the present location and condition net of input tax credit receivable, where ever applicable.
G. Financial Instruments
i. Financial Assets
a. Initial recognition and measurement:
All Financial Assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of Financial Assets, which are not at Fair Value Through Profit or Loss, are adjusted to the fair value on initial recognition. Purchase and sale of Financial Assets are recognized using trade date accounting. However, trade receivables that do not contain a significant financing component are measured at transaction price.
b. Subsequent Measurement
a) Financial Assets measured at Amortized Cost (AC ): A Financial Asset is measured at Amortized Cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the Financial Asset give rise to cash flows on specified dates that represent solely payments of principal and interest on the principal amount outstanding.
b) Financial Assets measured at Fair Value Through Other Comprehensive Income (FVTOCI) : A Financial Asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling Financial Assets and the contractual terms of the Financial Asset give rise on specified dates to cash flows that represents solely payments of principal and interest on the principal amount outstanding.
c) Financial Assets measured at Fair Value Through Profit or Loss (FVTPL) : A Financial Asset which is not classified in any of the above categories are measured at FVTPL. Financial assets are reclassified subsequent to their recognition, if the Group changes its business model for managing those financial assets. Changes in business model are made and applied prospectively from the reclassification date following the changes in business model in accordance with principles laid down under Ind AS 109 - Financial Instruments.
d) Other Equity Investments : All other equity investments are measured at fair value, with value changes recognized in Statement of Profit and Loss, except for those equity investments for which the Group has elected to present the value changes in Other Comprehensive Income . However, dividend on such equity investments is recognized in Statement of Profit and loss when the Group s right to receive payment is established.
c. Impairment of financial assets
At each balance sheet date, the Group assesses whether a financial asset is to be impaired. Ind AS 109 requires expected credit losses to be measured through loss allowance. The Group measures the loss allowance for financial assets at an amount equal to lifetime expected credit losses if the credit risk on that financial asset has increased significantly since initial recognition. If the credit risk on a financial asset has not increased significantly since initial recognition, the Group measures the loss allowance for financial assets at an amount equal to 12-month expected credit losses. The Group uses both forward-looking and historical information to determine whether a significant increase in credit risk has occurred.
ii. Financial Liabilities
a. Initial Recognition and Measurement : All Financial Liabilities are recognized at fair value and in case of borrowings, net of directly attributable cost. Fees of recurring nature are directly recognized in the Statement of Profit and Loss as finance cost.
b. Subsequent Measurement : Financial Liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
De-recognition of financial assets and liabilities
The Group derecognizes a financial asset when the contractual right to the cash flows from the asset expires or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction which substantially all the risk and rewards of ownership of the financial asset are transferred. The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired; the difference between the carrying amount of derecognized financial liability and the consideration paid is recognized as profit or loss.
Offsetting of Financial Instruments
Financial assets and financial liabilities are offset, and the net amount is reported in financial statements if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
Cash & Cash Equivalents
Cash and cash equivalents comprise of cash on hand, cash at banks, short-term deposits and short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Trade Payables
Trade payables are amounts due to vendors for purchase of goods or services acquired in the ordinary course of business and are classified as current liabilities to the extent it is expected to be paid within the normal operating cycle of the business.
Other financial assets and liabilities
Other non-derivative financial instruments are initially recognized at fair value and subsequently measured at amortized costs using the effective interest method.
H. Revenue Recognition
The Group recognizes revenue when control over the promised goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Revenue is measured based on the transaction price which is consideration adjusted for discounts, rebates, or other similar items, if any, specified in the contracts with the customers. Revenue excludes any amount collected as taxes on behalf of statutory authorities. The Group recognizes revenue, normally, at the point in time when the goods are delivered to customer or when it is delivered to a carrier for export sale, which is when the control over product is transferred to the customer.
All other incomes are accounted on accrual basis except insurance claim and dividend income, which is account for on receipt basis.
Export Incentives under various schemes are accounted in the year of realization of benefits.
I. Employee Benefits
Short-term and other long-term employee benefits :
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services.
Post-Employment Benefits
Defined contribution plans :
The Group s contribution to provident fund considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.
Defined benefit plan :
For defined benefit plan in the form of gratuity fund, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period.
Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in which they occur.
J. Leases
As a lessee, the Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right- of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate.
Short-term leases and leases of low-value assets:
For short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straightline basis over the lease term.
K. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Group has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability is not recognized but its existence is disclosed in the financial statements.
L. Taxation
The tax expenses for the period comprises of current tax and deferred income tax. Tax is recognized in Statement of Profit and Loss, except to the extent that it relates to items recognized in the Other Comprehensive Income. In which case, the tax is also recognized in Other Comprehensive Income.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income Tax authorities, based on tax rates and laws that are enacted at the Balance sheet date.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilized. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period. The Group offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income levied by the same governing taxation laws.
M. Borrowing Costs
Borrowing costs are recognized as an expense in the period in which they are incurred except the borrowing cost attributable to acquisition / construction of qualifying assets are capitalized as a part of the cost of such assets up to the date when such asset is installed and put to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.
N. Segment Reporting
The Group deals in only 1 segment of Pre-Engineered Buildings, Structure Steels, Steel Roofing and Components thereof and hence requirement of Indian Accounting Standard 108 Operating Segments issued by ICAI are not applicable.
O. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes, if any) by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period as adjusted for the effects of all dilutive potential securities.
P. Operating Cycle
All assets and liabilities have been classified as current or non-current as per the Group s normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of product and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the company has ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities.
KEY COMPONENTS OF OUR RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
Set forth below are the key components of our Restated Consolidated Statement of Profit and Loss:
Total Income
Our total income comprises (i) revenue from operations, and (ii) other income.
Revenue from Operations
Revenue from operations comprises (i) sale of products, and (ii) sales from erection services.
Other Income
Other income primarily comprises of (i) interest income, (ii) gain on liquid funds, (iii) profit on sale of investment, (iv) unrealised gain of fair value on equity instruments, (v) profit on sale of assets, (vi) bad debts written back, (vii) export incentives, (viii) exchange fluctuation (net), (ix) interest on security deposit, (x) interest on EMD deposit, and (xi) miscellaneous income.
Expenses
Our expenses primarily comprise (i) cost of materials consumed and operational expenses, (ii) (Increase)/Decrease in inventories of finished goods, stock in trade and work-in-progress, (iii) employee benefit expenses, (iv) finance costs, (v) depreciation and amortisation expense, and (vi) other expenses.
Cost of materials consumed and operational expenses
Cost of materials consumed and operational expenses consists of (i) cost of materials consumed, (ii) stores and spares consumed, and (iii) operational expenses.
(Increase)/Decrease in inventories of finished goods, stock in trade and work-in-progress
(Increase)/Decrease in inventories of finished goods, stock in trade and work-in-progress consists of calculating the difference between (i) work in progress, (ii) stock in trade, (iii) finished goods, at beginning of the year and at the end of the year.
Employee Benefit Expenses
Employee benefit expenses comprises (i) salaries and wages, (ii) contribution to provident and other funds and (iii) staff welfare. Finance Costs
Finance costs comprises (i) interest expense, (ii) bank charges and (iii) interest on lease liability.
Depreciation and amortisation expense comprises (i) depreciation on property, plant and equipment, (ii) Amortisation of intangible assets and (iii) depreciation on right of use assets.
Other Expenses
Other expenses comprise of power and fuel, rent, repairs to machinery, building and others, unrealised loss of fair value on equity instruments, insurance, rates and taxes, auditors remuneration, postage, telegram and telephone, stationery, printing expenses, factory expenses, conveyance and vehicle expenses, legal and consultancy, staff recruitment and staff training expenses, travelling expenses, electric expense, exchange fluctuation (net), bad debt written off, sundry balance written off, advertisement and publicity expenses, packing expenses, sales commission, transportation outward expenses, export expenses, miscellaneous expenses, manpower supply (contractual labour), security expenses, corporate social responsibility, donation, exhibition expenses, sales promotion expenses, fair value loss on sundry deposits and conference expenses.
Tax expenses
Our tax expense for the period represents the tax payable on the current period s taxable income based on the applicable inco me tax rate adjusted by changes in deferred tax assets and liabilities and taxes related to earlier periods.
Restated Profit/(loss) for the period
Restated Profit for the period represents restated profit after tax before other comprehensive income.
RESULTS OF OPERATIONS
The following tables set forth our selected financial data from our restated consolidated statement of profit and loss for Fiscal 2025, Fiscal 2024, and Fiscal 2023, the components of which are also expressed as a percentage of total income for such years:
| Particulars | 2025 | 2024 | 2023 | |||
| In ? million | As a percentage of total income | In ? million | As a percentage of total income | In ? million | As a percentage of total income | |
| Revenue from operations | 9,885.54 | 99.16% | 7,950.60 | 98.37% | 8,804.70 | 99.04% |
| Other income | 83.35 | 0.84% | 132.00 | 1.63% | 85.34 | 0.96% |
| I. Total income (I) | 9,968.89 | 100.00% | 8,082.60 | 100.00% | 8,890.04 | 100.00% |
| Cost of materials consumed and operational expenses | 6,748.69 | 67.70% | 5,771.69 | 71.41% | 6,563.38 | 73.83% |
| (Increase)/ Decrease in inventories of finished goods, traded goods, and work-inprogress | 3.49 | 0.04% | (37.71) | (0.47)% | 116.39 | 1.31% |
| Employee benefit expenses | 989.38 | 9.92% | 809.09 | 10.01% | 753.52 | 8.48% |
| Finance costs | 199.58 | 2.00% | 230.58 | 2.85% | 191.79 | 2.16% |
| Depreciation and amortization expense | 125.18 | 1.26% | 88.80 | 1.10% | 103.01 | 1.16% |
| Other expenses | 880.21 | 8.83% | 611.31 | 7.56% | 707.11 | 7.95% |
| II. Total expenses (II) | 8,946.53 | 89.74% | 7,473.76 | 92.47% | 8,435.20 | 94.88% |
| III. Restated Profit before tax (I-II) | 1,022.36 | 10.26% | 608.84 | 7.53% | 454.84 | 5.12% |
| IV. Tax expenses | ||||||
| Current tax | 230.03 | 2.31% | 157.65 | 1.95% | 131.37 | 1.48% |
| Deferred tax charge/ (credit) | 21.86 | 0.22% | (5.15) | (0.06)% | (5.45) | (0.06)% |
| IV. Total tax expense (IV) | 251.89 | 2.53% | 152.50 | 1.89% | 125.92 | 1.42% |
| V. Restated Profit for the year (III-IV) | 770.47 | 7.73% | 456.34 | 5.65% | 328.92 | 3.70% |
| Restated other comprehensive income/(loss) | ||||||
| Items that will not be reclassified to profit or loss | ||||||
| Re-measurement gain/ (loss) on defined benefit plans | ( 10.66) | (0.11)% | (11.03) | (0.14)% | (4.11) | (0.05)% |
| Restated Other comprehensive income/(loss) for the year, net of tax (VI) | ( 10.66) | (0.11)% | (11.03) | (0.14)% | (4.11) | (0.05)% |
| Particulars | 2025 | 2024 | 2023 | |||
| In ? million | As a percentage of total income | In ? million | As a percentage of total income | In ? million | As a percentage of total income | |
| Restated total comprehensive income for the year, net of tax (V-VI) | 759.81 | 7.62% | 445.31 | 5.51% | 324.81 | 3.65% |
| Less/(Add) Non-Controlling Interest | - | - | (2.25) | (0.03)% | (12.00) | (0.13)% |
| Total Comprehensive Income for the year (After NonControlling Interest) | 759.81 | 7.62% | 447.56 | 5.54% | 336.81 | 3.79% |
FISCAL 2025 COMPARED TO FISCAL 2024 Total Income
Total income increased by 23.34% from ? 8,082.60 million in Fiscal 2024 to ? 9,968.89 million in Fiscal 2025 primarily due to the reasons set out below:
Revenue from operations
Revenue from operations increased by 24.34% from ? 7,950.60 million in Fiscal 2024 to ? 9,885.54 million in Fiscal 2025 primarily due to increase in sales within India by 17.10% from ? 7,146.85 million in Fiscal 2024 to ? 8,369.06 million in Fis cal 2025 and increase in sales outside India by 236.47% from ? 191.99 million in Fiscal 2024 to ? 645.98 million in Fiscal 2025 and by increase in sales from erection services by 42.29% from ? 611.76 million in Fiscal 2024 to ? 870.50 million in Fiscal 2025. The increase in sales within India in Fiscal 2025 as compared to Fiscal 2024 is primarily attributable to higher demand from customers as indicated by the increase in our order book from ?5,906.74 million as at end of Fiscal 2024 to ?8,028.71 million at the end of Fiscal 2025. This was also supported by commencement of commercial operations at our Cheyyar facility, which was started with the aim of enhancing our market reach and accelerating business expansion in southern India. The increase in sales outside India in Fiscal 2025 as compared to Fiscal 2024 is primarily attributable to higher demand for our products from our customers outside India, especially in United States of America.
Revenues from operations for our Phenix Division which contributed 77.35 % of our consolidated revenue from operations in Fiscal 2025, increased by 31.79%, from ?5,802.28 million in Fiscal 2024 to ? 7,646.90 million in Fiscal 2025 which was largely supported by higher production achieved at our manufacturing facilities which increased by 23.98% from 41,845.30 MTPA in Fiscal 2024 to 51,879.70 MTPA in Fiscal 2025. Revenues for our Proflex Division which forms 22.65% of our consolidated revenue from operations in Fiscal 2025, increased marginally by 4.73% from ? 2,145.00 million in Fiscal 2024 to ? 2,238.64 million in Fiscal 2025.
Other income
Other income decreased by 36.86% from ? 132.00 million in Fiscal 2024 to ? 83.35 million in Fiscal 2025 primarily due to decrease in interest income by 10.31% from ? 52.11 million in Fiscal 2024 to ? 46.74 million in Fiscal 2025, decrease in gain on liquid funds by 89.55% from ? 44.79 million in Fiscal 2024 to ? 4.68 million in Fiscal 2025, decrease in unrealised gain by fair value on equity instruments by 64.61% from ? 13.31 million in Fiscal 2024 to ? 4.71 million in Fiscal 2025, decrease in interest on EMD Deposit by 66.96% from ? 3.39 million in Fiscal 2024 to ? 1.12 million in Fiscal 2025, decrease in miscellaneous income by 40.00% from ? 5.75 million in Fiscal 2024 to ? 3.45 million in Fiscal 2025, decrease in bad debts written back by 100.00% from ? 1.22 million in Fiscal 2024 to nil in Fiscal 2025, which was offset by increase in exchange rate fluctuations (net) by 96.27% from ? 6.43 million in Fiscal 2024 to ? 12.62 million in Fiscal 2025, and increase in export incentives by 103.40% from ? 2.65 million in Fiscal 2024 to ? 5.39 million in Fiscal 2025.
Expenses
Total expenses increased by 19.71% from ? 7,473.76 million in Fiscal 2024 to ? 8,946.53 million in Fiscal 2025 on account of the factors discussed below:
Cost of materials consumed and operational expenses
Cost of materials consumed and operational expenses increased by 16.93% from ? 5,771.69 million in Fiscal 2024 to ? 6,748.69 million in Fiscal 2025. Higher contribution of revenues from outside India was one of the key factors which led to cost of materials consumed and operational expenses to grow slower than the growth in revenues from operations which led to decrease in cost of materials consumed and operational expenses as a percentage of revenues from operations decreasing from 72.59% during Fiscal 2024 to 68.27% during Fiscal 2025.
Cost of materials consumed increased by 16.17% from ? 5,145.55 million in Fiscal 2024 to ? 5,977.33 million in Fiscal 2025, stores and spares consumed increased by 4.68% from ? 46.54 million in Fiscal 2024 to ? 48.72 million in Fiscal 2025 and operational expenses increased by 24.68% from ? 579.60 million in Fiscal 2024 to ? 722.64 million in Fiscal 2025. Higher contribution of revenues from outside India was one of the key factors which led to cost of materials consumed to grow slower than the growth in revenues from operations which led to decrease in cost of materials consumed as a percentage of revenues from operations decreasing from 64.72% during Fiscal 2024 to 60.47% during Fiscal 2025.
Operational expenses increased by 24.68% from ? 579.60 million in Fiscal 2024 to ? 722.64 million in Fiscal 2025 primarily due to increase in erection charges of 0.84% from ? 431.51 million in Fiscal 2024 to ? 435.12 million in Fiscal 2025, increas e in site conveyance expenses by 11.61% from ? 27.40 million in Fiscal 2024 to ? 30.58 million in Fiscal 2025, increase in crane hire charges by 370.93% from ? 25.01 million in Fiscal 2024 to ? 117.78 million in Fiscal 2025, increase in site diesel expenses by 29.86% from ? 29.77 million in Fiscal 2024 to ? 38.66 million in Fiscal 2025 and increase in site lodging & boarding expenses by 36.84% from ? 34.28 million in Fiscal 2024 to ? 46.91 million in Fiscal 2025.
(Increase)/Decrease in inventories of finished goods, stock in trade and work in progress
There was a net reduction in inventories of finished goods, stock in trade and work in progress of ? 3.49 million in Fiscal 2 025 as compared to a net increase in inventory of finished goods, stock in trade and work in progress of ? 37.71 million in Fisca l
2024.
The difference in change in inventories is primarily due to work-in-progress which was ? 110.30 million at the beginning of Fiscal 2024 and ? 63.18 million at the end of Fiscal 2024, stock-in-trade which was ? 11.36 million at the beginning of Fiscal
2024 and ? 29.06 million at the end of Fiscal 2024, finished goods which were ? 97.52 million at the beginning of Fiscal 2024 and ? 164.65 million at the end of Fiscal 2024 and work-in-progress which was ? 36.38 million at the beginning of Fiscal 2025 and ? 100.38 million at the end of Fiscal 2025, stock in trade which was ? 29.06 million at the beginning of Fiscal 2025 and ? nil at the end of Fiscal 2025 and finished goods which were ? 164.65 million at the beginning of Fiscal 2025 and ? 126.22 million at the end of Fiscal 2025.
Employee benefit expenses
Employee benefit expenses increased by 22.28% from ? 809.09 million in Fiscal 2024 to ? 989.38 million in Fiscal 2025 primarily due to increase in salaries and wages by 21.41% from ? 727.89 million in Fiscal 2024 to ? 883.70 million in Fiscal
2025, increase in staff welfare expense by 49.98% from ? 41.60 million in Fiscal 2024 to ? 62.39 million in Fiscal 2025 and increase in contribution to provident and other funds by 9.32% from ? 39.60 million in Fiscal 2024 to ? 43.29 million in Fisc al 2025.
Finance costs
Finance costs decreased by 13.44% from ? 230.58 million in Fiscal 2024 to ? 199.58 million in Fiscal 2025 primarily due to decrease in interest expense by 14.64% from ? 183.41 million in Fiscal 2024 to ? 156.55 million in Fiscal 2025 largely driven by decrease in total borrowings from ? 2,048.42 million in Fiscal 2024 to ? 1,861.33 million in Fiscal 2025 and decrease in bank charges by 14.04% from ? 46.22 million in Fiscal 2024 to ? 39.73 million in Fiscal 2025 largely driven by decrease in total borrowings from ? 2,048.42 million in Fiscal 2024 to ? 1,861.33 million in Fiscal 2025 which was partially offset by increase in interest on lease liability by 247.37% from ? 0.95 million in Fiscal 2024 to ? 3.30 million in Fiscal 2025.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 40.97% from ? 88.80 million in Fiscal 2024 to ? 125.18 million in Fiscal
2025 primarily due to increase in depreciation on property, plant & equipment by 53.88% from ? 73.42 million in Fiscal 2024 to ? 112.98 million in Fiscal 2025, decrease in amortisation of intangible assets by 55.82% from ? 8.76 million in Fiscal 2024 to ? 3.87 million in Fiscal 2025 and increase in depreciation of right of use assets by 25.83% from ? 6.62 million in Fiscal 2024 to ? 8.33 million in Fiscal 2025. The increase in depreciation on property, plant & equipment was due to capitalization of capital expenditure at our Cheyyar facility, which become operational in during Fiscal 2025.
Other expenses
Other expenses increased by 43.99% from ? 611.31 million in Fiscal 2024 to ? 880.21 million in Fiscal 2025 primarily due to increase in repairs to building by 1,219.15% from ? 0.94 million in Fiscal 2024 to ? 12.40 million in Fiscal 2025, increase i n legal and consultancy charges by 86.73% from ? 36.02 million in Fiscal 2024 to ? 67.26 million in Fiscal 2025, increase in travelling expenses by 49.59% from ? 30.65 million in Fiscal 2024 to ? 45.85 million in Fiscal 2025, increase in transportation outward expenses by 21.55% from ? 145.88 million in Fiscal 2024 to ? 177.32 million in Fiscal 2025 and increase in export expenses by 221.61% from ? 12.54 million in Fiscal 2024 to ? 40.33 million in Fiscal 2025, increase in power and fuel by 37.18% from ? 29.13 million in Fiscal 2024 to ? 39.96 million in Fiscal 2025, increase in conveyance and vehicle expenses by 34.50% from ? 45.91 million in Fiscal 2024 to ? 61.75 million in Fiscal 2025, increase in manpower supply (contractual labour)
by 102.30% from ? 108.96 million in Fiscal 2024 to ? 220.43 million in Fiscal 2025, increase in insurance expenses by 31.51% from ? 10.41 million in Fiscal 2024 to ? 13.69 million in Fiscal 2025, which was partially offset by decrease in factory expenses by 13.25% from ? 11.02 million in Fiscal 2024 to ? 9.56 million in Fiscal 2025, decrease in rates and taxes by 20.30% from ?2.02 million in Fiscal 2024 to ?1.61 million in Fiscal 2025, decrease in stationery and printing expenses by 30.70% from ? 8.34 million in Fiscal 2024 to ? 5.78 million in Fiscal 2025, decrease in bad debt written off 47.77% from ? 55.73 million in Fiscal 2024 to ? 29.12 million in Fiscal 2025, and decrease in conference expenses by 51.23% from ?6.52 million in Fiscal
2024 to ? 3.18 million in Fiscal 2025.
Tax Expenses
Total tax expense increased by 65.17% from ? 152.50 million in Fiscal 2024 to ? 251.89 million in Fiscal 2025 primarily due to increase in restated profit before tax from ? 608.84 million in Fiscal 2024 to ? 1,022.36 million in Fiscal 2025.
Restated Profit for the year
As a result of the foregoing factors, our restated profit after tax for the period increased by 68.84% to ? 770.47 million for Fiscal
2025 from ? 456.34 million for Fiscal 2024.
FISCAL 2024 COMPARED TO FISCAL 2023 Total Income
Total income decreased by 9.08% from ? 8,890.04 million in Fiscal 2023 to ? 8,082.60 million in Fiscal 2024 primarily due to the reasons set out below:
Revenue from operations
Revenue from operations decreased by 9.70% from ? 8,804.70 million in Fiscal 2023 to ? 7,950.60 million in Fiscal 2024 primarily due to decrease in sales within India by 6.63% from ? 7,654.06 million in Fiscal 2023 to ? 7,146.85 million in Fisc al 2024 and decrease in sales outside India by 68.14% from ? 602.57 million in Fiscal 2023 to ? 191.99 million in Fiscal 2024, which was partially offset by increase in sales from erection services by 11.62% from ? 548.07 million in Fiscal 2023 to ? 611.76 million in Fiscal 2024. The decrease in sales within India in Fiscal 2024 as compared to Fiscal 2023 is primarily attributable to reduction in the prices of the primary raw material - i.e., different grades of steel in Fiscal 2024, as compared to the steel prices in Fiscal 2023, resulting in lower sales realisations. The decrease in sales outside India in Fiscal 2024 as compared to Fiscal 2023 is primarily attributable to reduction in sales from certain geographies that we export to. The decrease in revenues from operations for Phenix Division which forms over 70% of our consolidated revenue from operations, from ? 6,287.92 million in Fiscal 2023 to ? 5,802.28 million in Fiscal 2024 is primarily attributable to reduction in the prices of the primary raw material - i.e., different grades of steel in Fiscal 2024, as compared to the steel prices in Fiscal 2023, resulting in lower sales realisations.
Decrease in our consolidated revenue from operations for Proflex Division from ? 2,424.35 million in Fiscal 2023 to ? 2,145.00 million in Fiscal 2024 is primarily attributable to reduction in volumes of materials sold from 13,66,744.00 square meters Fiscal 2023 to 12,31,610.00 square meters in Fiscal 2024, which is in-line with the reduction in capacity utilization for Proflex Division, as mentioned in the section, Our Business - Our Facilities - Proflex Division on page 240.
Other income
Other income increased by 54.68% from ? 85.34 million in Fiscal 2023 to ? 132.00 million in Fiscal 2024 primarily due to increase in interest income by 15.21% from ? 45.23 million in Fiscal 2023 to ? 52.11 million in Fiscal 2024, increase in gain on liquid funds by 229.82% from ? 13.58 million in Fiscal 2023 to ? 44.79 million in Fiscal 2024, increase in unrealised gain by fair value on equity instruments from nil in Fiscal 2023 to ? 13.31 million in Fiscal 2024, increase in exchange rate fluctuations (net) from nil in Fiscal 2023 to ? 6.43 million in Fiscal 2024, increase in interest on EMD Deposit by 52.02% from ? 2.23 million in Fiscal 2023 to ? 3.39 million in Fiscal 2024, increase in miscellaneous income by 36.58% from ? 4.21 millio n in Fiscal 2023 to ? 5.75 million in Fiscal 2024 which was partially offset by decrease in bad debts written back by 90.81% from ? 13.27 million in Fiscal 2023 to ? 1.22 million in Fiscal 2024 and decrease in export incentives by 53.83% from ? 5.74 million in Fiscal 2023 to ? 2.65 million in Fiscal 2024.
Expenses
Total expenses decreased by 11.40% from ? 8,435.20 million in Fiscal 2023 to ? 7,473.76 million in Fiscal 2024 on account of the factors discussed below:
Cost of materials consumed and operational expenses decreased by 12.06% from t 6,563.38 million in Fiscal 2023 to t 5,771.69 million in Fiscal 2024.
Cost of materials consumed decreased by 13.32% from t 5,935.92 million in Fiscal 2023 to t 5,145.55 million in Fiscal 2024 and stores and spares consumed decreased by 5.94% from t 49.48 million in Fiscal 2023 to t 46.54 million in Fiscal 2024 which was offset by increase in operational expenses by 0.28% from t 577.98 million in Fiscal 2023 to t 579.60 million in Fiscal 2024.
Operational expenses increased by 0.28% from t 577.98 million in Fiscal 2023 to t 579.60 million in Fiscal 2024 primarily due to decrease in crane hire charges by 26.29% from t 33.93 million in Fiscal 2023 to t 25.01 million in Fiscal 2024, increa se in erection charges of 3.88% from t 415.39 million in Fiscal 2023 to t 431.51 million in Fiscal 2024 and increase in site conveyance expenses by 7.16% from t 25.57 million in Fiscal 2023 to t 27.40 million in Fiscal 2024 which was partially offset by decrease in site diesel expenses by 17.74% from t 36.19 million in Fiscal 2023 to t 29.77 million in Fiscal 2024 and decrease in site lodging & boarding expenses by 5.80% from t 36.39 million in Fiscal 2023 to t 34.28 million in Fiscal 2024.
(Increase)/Decrease in inventories of finished goods, stock in trade and work in progress
There was a net increase in inventories of finished goods, stock in trade and work in progress of t 37.71 million in Fiscal 2024 as compared to a net reduction in inventory of finished goods, stock in trade and work in progress of t 116.39 million in Fis cal
2023.
The difference in change in inventories is primarily due to work-in-progress which was t 122.40 million at the beginning of Fiscal 2023 and t 104.36 million at the end of Fiscal 2023, stock-in-trade which was t 93.06 million at the beginning of Fiscal
2023 and t 11.36 million at the end of Fiscal 2023, finished goods which were t 114.17 million at the beginning of Fiscal 2023 and t 97.52 million at the end of Fiscal 2023 and work-in-progress which was t 110.30 million at the beginning of Fiscal 2024 and t 63.18 million at the end of Fiscal 2024, stock in trade which was t 11.36 million at the beginning of Fiscal 2024 and t 29.06 million at the end of Fiscal 2024 and finished goods which were t 97.52 million at the beginning of Fiscal 2024 and t 164.65 million at the end of Fiscal 2024. The reduction in work in progress inventory at the end of Fiscal 2024 as compared to the beginning of Fiscal 2024 is attributable to higher operational efficiencies achieved by the Company towards the close of Fiscal 2024. The increase in the inventories of stock in trade and finished goods at the end of Fiscal 2024 as compared to the beginning of Fiscal 2024 is attributable to higher production achieved by the Company towards the end of Fiscal 2024 but which could not be dispatched before the end of Fiscal 2024 and which was thus carried forward as part of the closing inventory of stock in trade and work in progress as at the end of Fiscal 2024. For instance, at end of Fiscal 2024, there was an increase in inventory of Finished Goods on account of delays in dispatches as certain client sites were not ready to accept deliveries due to delays at their end. The material was subsequently dispatched during Fiscal 2025.
The decrease in inventory for work-in-progress was partially attributable to lower revenues from operations for the period and partially towards production schedules which helped our Company achieve lower inventory for work-in-progress. Inventory for stock in trade referred to stock of goods in transit for our Subsidiary, Phenix Construction Technologies Inc., USA. The changes in stock in trade reflects such change in goods in transit during Fiscal 2024.
Employee benefit expenses
Employee benefit expenses increased by 7.37% from t 753.52 million in Fiscal 2023 to t 809.09 million in Fiscal 2024 primarily due to increase in salaries and wages by 6.37% from t 684.29 million in Fiscal 2023 to t 727.89 million in Fiscal
2024, increase in staff welfare expense by 3.92% from t 40.03 million in Fiscal 2023 to t 41.60 million in Fiscal 2024 and increase in contribution to provident and other funds by 35.62% from t 29.20 million in Fiscal 2023 to t 39.60 million in Fiscal 2024.
Finance costs
Finance costs increased by 20.23% from t 191.79 million in Fiscal 2023 to t 230.58 million in Fiscal 2024 primarily due to increase in interest expense by 20.16% from t 152.64 million in Fiscal 2023 to t 183.41 million in Fiscal 2024 and increase in bank charges by 22.79% from t 37.64 million in Fiscal 2023 to t 46.22 million in Fiscal 2024 which was partially offset by decrease in interest on lease liability by 37.09% from t 1.51 million in Fiscal 2023 to t 0.95 million in Fiscal 2024.
Depreciation and amortisation expense
Depreciation and amortisation expense decreased by 13.79% from t 103.01 million in Fiscal 2023 to t 88.80 million in Fiscal
2024 primarily due to decrease in depreciation on property, plant & equipment by 12.30% from t 83.72 million in Fiscal 2023 to t 73.42 million in Fiscal 2024, decrease in amortisation of intangible assets by 30.70% from t 12.64 million in Fiscal 2023
to t 8.76 million in Fiscal 2024 and decrease in depreciation of right of use assets by 0.45% from t 6.65 million in Fiscal 2 023 to t 6.62 million in Fiscal 2024.
Other expenses
Other expenses decreased by 13.55% from t 707.11 million in Fiscal 2023 to t 611.31 million in Fiscal 2024 primarily due to decrease in repairs to building by 93.16% from t 13.74 million in Fiscal 2023 to t 0.94 million in Fiscal 2024, decrease in legal and consultancy charges by 13.08% from t 41.44 million in Fiscal 2023 to t 36.02 million in Fiscal 2024, decrease in travelling expenses by 24.25% from t 40.46 million in Fiscal 2023 to t 30.65 million in Fiscal 2024, decrease in transportation outward expenses by 6.88% from t 156.65 million in Fiscal 2023 to t 145.88 million in Fiscal 2024 and decrease in export expenses by 89.50% from t 119.39 million in Fiscal 2023 to t 12.54 million in Fiscal 2024 which was partially offset by increase in power and fuel by 9.35% from t 26.64 million in Fiscal 2023 to t 29.13 million in Fiscal 2024, increase in factory expenses by 55.6 5% from t 7.08 million in Fiscal 2023 to t 11.02 million in Fiscal 2024, increase in conveyance and vehicle expenses by 13.89% from t 40.31 million in Fiscal 2023 to t 45.91 million in Fiscal 2024, increase in manpower supply (contractual labour) by 8.93% from t 100.03 million in Fiscal 2023 to t 108.96 million in Fiscal 2024 and increase in bad debt written off 189.21% from t 19.27 million in Fiscal 2023 to t 55.73 million in Fiscal 2024.
Tax Expenses
Total tax expense increased by 21.11% from t 125.92 million in Fiscal 2023 to t 152.50 million in Fiscal 2024 primarily due to increase in restated profit before tax to t 608.84 million in Fiscal 2024 from t 454.84 million in Fiscal 2023.
Restated Profit for the year
As a result of the foregoing factors, our restated profit after tax for the period increased by 38.74% to t 456.34 million for Fiscal 2024 from t 328.92 million for Fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Capital Requirements
Our principal capital requirements are for financing our capital expenditure and working capital requirements. Our principal source of funding has been and is expected to continue to be cash generated from our operations and supplemented by borrowings from banks and financial institutions and optimization of operating working capital. For Fiscal 2025, Fiscal 2024, and Fiscal 2023, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements and other cash outlays, principally with funds generated from operations, with the balance met from external borrowings.
Liquidity
Our liquidity requirements arise principally from our operating activities (including working capital requirements), funds required for capital expenditure, repayment of borrowings and debt service obligations. Historically, our principal sources of funding have included cash from operations, short-term and long-term borrowings from financial institutions, equity and retained earnings, cash and cash equivalents.
Cash
Our anticipated cash flows are dependent on various factors that are beyond our control. See Risk Factors beginning on page 28. The following table sets forth certain information relating to our cash flows in Fiscal 2025, Fiscal 2024, and 2023:
(in ^ millions)
| Particulars | For the year ended March 31, 2025 | For the year ended March 31, 2024 | For the year ended March 31, 2023 |
| Net cash flows from operating activities | 355.89 | 56.59 | 289.70 |
| Net cash flows (used in) investing activities | (340.56) | (622.81) | (119.44) |
| Net cash flows generated from/ (used in) financing activities | (453.39) | 318.64 | 297.38 |
| Net increase/ (decrease) in cash and cash equivalents | (438.06) | (247.58) | 467.64 |
| Cash and cash equivalents at the end of the year | 296.35 | 734.41 | 981.99 |
Cash Flows generated from Operating Activities
Fiscal 2025
We generated t 355.89 million net cash from operating activities during Fiscal 2025. Restated profit before tax for Fiscal 2025 was t 1,022.36 million. Adjustments to reconcile restated profit before tax to operating profit before working capital change s
primarily consisted of depreciation and amortization of ? 125.18 million, interest paid of ? 196.28 million and exchange rate fluctuation and other related adjustments arising on consolidation of ? (24.79) million, which was partially offset by gain o n liquid funds (net) of ? 4.68 million, unrealised gain of fair value on equity instruments of ? 4.71 million, interest income on security deposits and EMD of ? 1.69 million and interest income of ? 46.74 million.
Our adjustments for working capital changes for Fiscal 2025 primarily consisted of increase in trade and other receivables of ? 950.19 million, increase in inventories by ? 1,265.74 million, increase in trade payables by ? 1,333.29 million, increase in other current liabilities by ? 160.47 million, increase in other financial liabilities by ? 29.45 million and increase in short ter m provisions by ? 12.62 million.
Cash generated from operations in Fiscal 2025 amounted to ? 570.52 million. This was offset by direct taxes paid (net of refunds) of ? 214.63 million.
Fiscal 2024
We generated ? 56.59 million net cash from operating activities during Fiscal 2024. Restated profit before tax for Fiscal 202 4 was ? 608.84 million. Adjustments to reconcile restated profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of ? 88.80 million, reversal on sale of subsidiary of ? 60.42 million, interest paid of ? 229.63 million and exchange rate fluctuation and other related adjustments arising on consolidation of ? 27.59 million, which was partially offset by gain on liquid funds (net) of ? 44.79 million, unrealised gain of fair value on equity instrume nts of ? 13.31 million, interest income on security deposits and EMD of ? 3.57 million and interest income of ? 52.11 million.
Our adjustments for working capital changes for Fiscal 2024 primarily consisted of increase in trade and other receivables of ? 124.09 million, increase in inventories by ? 211.69 million, decrease in trade payables by ? 408.02 million, increase in othe r current liabilities by ? 78.61 million, increase in other financial liabilities by ? 19.73 million and decrease in short term provisions by ? 5.38 million.
Cash generated from operations in Fiscal 2024 amounted to ? 237.89 million. This was offset by direct taxes paid (net of refunds) of ? 181.30 million.
Fiscal 2023
We generated ? 289.70 million net cash from operating activities during Fiscal 2023. Restated profit before tax for Fiscal 2023 was ? 454.84 million. Adjustments to reconcile restated profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of ? 103.01 million, interest paid of ? 190.28 million, unrealised loss of fair value on equity instruments of ? 5.51 million and exchange rate fluctuation and other related adjustments arising on consolidation of ? 14.38 million. This was partially offset by interest income on security deposits and EMD of ? 2.39 million, gain on liquid funds (net) of ? 13.58 million and interest income of ? 45.23 million.
Our adjustments for working capital changes for Fiscal 2023 primarily consisted of decrease in trade and other receivables by ? 138.28 million, decrease in inventories by ? 289.47 million, decrease in trade payables and other liabilities by ? 676.14 million, decrease in other current liabilities by ? 66.95 million, increase in other financial liabilities by ? 23.27 million and increase in short term provisions by ? 0.21 million.
Cash generated from operations in Fiscal 2023 amounted to ? 410.92 million. This was offset by direct taxes paid (net of refunds) of ? 121.22 million.
Cash Flows from Operating Activities vis-a-vis Revenue from Operations
Our revenue from operations increased by 24.34% from ?7,950.60 million in Fiscal 2024 to ?9,885.54 million in Fiscal 2025. However, our cash flows from operating activities increased by 528.89% from ?56.59 million in Fiscal 2024 to ?355.89 million in Fiscal 2025. This was primarily on account of adjustments for working capital changes of ?680.09 million in Fiscal 2025. This was on account of increase in trade and other receivables by ?950.18 million, increase in inventories by ?1,265.74 million , and increase in trade payables by ?1,333.29 million in Fiscal 2025.
Revenue from operations decreased marginally by 9.70% from ?8,804.70 million in Fiscal 2023 to ?7,950.60 million in Fiscal 2024. However, our cash flows from operating activities decreased by 80.47% from ?289.70 million in Fiscal 2023 to ?56.59 million in Fiscal 2024. This was primarily on account of adjustments for working capital changes of ?650.84 million in Fiscal 2024. This was on account of increase in trade and other receivables by ?124.09 million, increase in inventories by ^211.69 million , and decrease in trade payables by ?408.02 million in Fiscal 2024.
Cash Flow used in Investing Activities
Fiscal 2025
Net cash used in investing activities was t 340.56million in Fiscal 2025, primarily on account of purchase of fixed assets of t 423.21million. This was partially offset by interest income of t 46.74million and proceeds from sale of investment of t 31.39million.
Fiscal 2024
Net cash used in investing activities was t 622.81 million in Fiscal 2024, primarily on account of purchase of fixed assets of t 780.79 million. This was partially offset by sales of fixed assets of t 65.08 million, interest received of t 52.11 million a nd proceeds from liquid funds (net) of t 44.79 million.
Fiscal 2023
Net cash used in investing activities was t 119.44 million in Fiscal 2023, primarily on account of purchase of fixed assets of t 181.96 million. This was partially offset by interest received of t 45.23 million and proceeds from liquid funds (net) of t 13.58 million.
Cash Flow generated from/ (used in) Financing Activities
Fiscal 2025
Net cash used in financing activities was t 453.39 million in Fiscal 2025, primarily on account of repayment of borrowings (net) of t 387.09 million, finance cost paid of t 196.28 million and share issue expenses of t 58.31 million. This was partia lly offset by proceeds from term loan of t 200.00million.
Fiscal 2024
Net cash generated from financing activities was t 318.64 million in Fiscal 2024, primarily on account of proceeds from borrowings (net) of t 119.94 million and proceeds from term loan of t 441.00 million. This was partially offset by repayment of lease liability of t 8.11 million, finance cost of t 229.63 million and share issue expenses of t 4.56 million.
Fiscal 2023
Net cash generated from financing activities was t 297.38 million in Fiscal 2023, primarily on account of proceeds from borrowings (net) of t 478.39 million and proceeds from term loan of t 13.26 million. This was partially offset by repayment of lease liability of t 3.99 million and finance cost of t 190.28 million.
NON-GAAP MEASURES
Certain measures included in this Red Herring Prospectus, for instance, EBIT, EBITDA, EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Net Debt, Net Debt to EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio and Net Asset Value (per Equity Share) (Non-GAAP Measures) presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our Company s management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company s operating performance. See Risk Factors - Certain Non-GAAP financial measures and other statistical information relating to our operations andfinancial performance have been included in this Red Herring Prospectus A on page 52.
Reconciliation for the following non-GAAP financial measures included in this Red Herring Prospectus are set out below for the periods indicated:
(in ^ million, unless stated otherwise)
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Restated Profit for the year (I) | 770.47 | 456.34 | 328.92 |
| Adjustments: | |||
| Less: Other income (II) | 83.35 | 132.00 | 85.34 |
| Add: Total tax expense (III) | 251.89 | 152.50 | 125.92 |
| Add: Finance costs (IV) | 199.58 | 230.58 | 191.79 |
| Add: Depreciation and amortization expenses (V) | 125.18 | 88.80 | 103.01 |
| Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (VI = I - II + III + IV + V) | 1,263.77 | 796.22 | 664.30 |
| Revenue from Operations (VII) | 9,885.54 | 7,950.60 | 8,804.70 |
| EBITDA Margin (VIII =VI/VII) | 12.78% | 10.01% | 7.54% |
Reconciliation of Restated Profit for the year to PAT Margin:
(in ^ million, unless stated otherwise)
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Restated Profit for the year (I) | 770.47 | 456.34 | 328.92 |
| Total Income (II) | 9,968.89 | 8,082.60 | 8,890.04 |
| PAT Margin (III=I/Ir) | 7.73% | 5.65% | 3.70% |
Reconciliation of Total Equity to Return on Equity:
(in ^ million, unless stated otherwise)
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Total Equity (I) | 3 , 065.34 | 2,330.32 | 1,805.12 |
| Restated Profit for the year (II) | 770.47 | 456.34 | 328.92 |
| Less/(Add) Non Controlling Interest (III) | - | (2.25) | (12.00) |
| Restated Profit for the year (Excluding Non Controlling Interest) (IV) | 770.47 | 458.59 | 340.92 |
| Return on Equity (V = IV/I)* | 25.13% | 19.68% | 18.89% |
Reconciliation of Total Equity to Capital Employed, Restated Profit for the year to EBIT and Return on Capital Employed:
(in ^ million, unless stated otherwise)
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Total Equity (I) | 3,065.34 | 2,330.32 | 1,805.12 |
| Non Controlling Interest (II) | - | - | (9.64) |
| Non-current Borrowings (III) | 542.13 | 438.83 | 892.70 |
| Current Borrowings (IV) | 1,319.20 | 1,609.59 | 594.78 |
| Capital Employed (V = I + II + III + IV) | 4,926.67 | 4,378.74 | 3,282.96 |
| Restated Profit for the year (VI) | 770.47 | 456.34 | 328.92 |
| Adjustments: | |||
| Add: Total tax expense (VII) | 251.89 | 152.50 | 125.92 |
| Add: Finance costs (VIII) | 199.58 | 230.58 | 191.79 |
| Earnings Before Interest and Tax (EBIT) (IX = VI + VII + VIII) | 1,221.94 | 839.42 | 646.63 |
| Return on Capital Employed (X = IX/V)* | 24.80% | 19.17% | 19.70% |
Reconciliation of Total Borrowings to Net Debt, Net Debt to EBITDA and Net Debt to Equity:
(in ^ million, unless stated otherwise)
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Non-current Borrowings (I) | 542.13 | 438.83 | 892.70 |
| Current Borrowings (II) | 1,319.20 | 1,609.59 | 594.78 |
| Total Borrowings (III = I + II) | 1,861.33 | 2,048.42 | 1,487.48 |
| Adjustments: | |||
| Less: Cash and bank balances (IV) | 296.35 | 734.41 | 981.99 |
| Less: Bank balances other than above (V) | 551.80 | 257.91 | 274.09 |
| Net Debt (VI = III - IV - V) | 1,013.18 | 1,056.10 | 231.40 |
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Restated Profit for the year (VII) | 770.47 | 456.34 | 328.92 |
| Adjustments: | |||
| Less: Other income (VIII) | 83.35 | 132.00 | 85.34 |
| Add: Total tax expense (IX) | 251.89 | 152.50 | 125.92 |
| Add: Finance costs (X) | 199.58 | 230.58 | 191.79 |
| Add: Depreciation and amortization expenses (XI) | 125.18 | 88.80 | 103.01 |
| Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (XII = VII - VIII + IX + X + XI) | 1,263.77 | 796.22 | 664.30 |
| Net Debt to EBITDA (XIII = VI/XII)* | 0.80 | 1.33 | 0.35 |
| Total Equity (XIV) | 3,065.34 | 2,330.32 | 1,805.12 |
| Non controlling interest (XV) | - | - | (9.64) |
| Total Equity (Including Non controlling interest) (XVI) | 3,065.34 | 2,330.32 | 1,795.48 |
| Net Debt to Equity (XVII = VI/XVI) | 0.33 | 0.45 | 0.13 |
Reconciliation of Revenue from Operations to Net Fixed Assets Turnover Ratio:
(in ^ million, unless stated otherwise)
| Particulars | Year ended March 31, 2025 | Year ended March 31, 2024 | Year ended March 31, 2023 |
| Revenue from Operations (I) | 9,885.54 | 7,950.60 | 8,804.70 |
| Property, plant and equipment (II) | 1,686.25 | 755.33 | 743.29 |
| Capital work-in-progress (III) | 21.76 | 662.26 | 18.57 |
| Intangible assets (IV) | 23.89 | 11.37 | 33.17 |
| Right to use assets (V) | 45.45 | 5.36 | 11.98 |
| Total Net Fixed Assets (VI = II + III + IV + V) | 1,777.35 | 1,434.32 | 807.01 |
| Net Fixed Assets Turnover Ratio (VII = I/VI)* | 5.56 | 5.54 | 10.91 |
Reconciliation of Net Asset Value (per Equity Share)
(in ^ million, unless stated otherwise)
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Total Equity ( Excluding non-controlling interest ) (I) | 3,065.34 | 2,330.32 | 1,805.12 |
| Number of equity shares outstanding at the end of the year (II) | 5,00,00,000 | 5,00,00,000 | 5,00,00,000 |
| Net asset value per equity share (HI) = (I/II) (? per equity share) | 61.31 | 46.61 | 36.10 |
FINANCIAL INDEBTEDNESS
As of March 31, 2025 we had total borrowings of ? 1,861.33 million. Our Net Debt to Equity ratio was 0.33x as of March 31, 2025. For further information on our indebtedness, see Financial Indebtedness on page 392.
The following table sets forth certain information relating to our outstanding indebtedness as of Fiscal 2025, March 31, 2024, and March 31, 2023:
Borrowings
(in ^ million, unless stated otherwise)
| Non-current borrowings | Non-current portion | Current maturities* | ||||
| Particulars | As at March 31, 2025 | As at 31 March 2024 | As at 31 March 2023 | As at March 31, 2025 | As at 31 March 2024 | As at 31 March 2023 |
| Secured | ||||||
| Vehicle loans - from Banks | 11.57 | 27.93 | 11.48 | 16.36 | 16.26 | 11.77 |
| Term loans - from Banks | 530.56 | 400.00 | - | 69.44 | - | - |
| Unsecured | ||||||
| Loans from Related parties | - | 10.90 | 881.22 | - | - | - |
| Term Loans - from Banks | - | - | - | - | - | 3.20 |
| 542.13 | 438.83 | 892.70 | 85.80 | 16.26 | 14.97 | |
| Less: current maturities of long term debts disclosed under current borrowings | (85.80) | (16.26) | (14.97) | |||
| Total non-current borrowings | 542.13 | 438.83 | 892.70 | - | - | - |
Current borrowings
(in f million, unless stated otherwise)
| Particulars | As at March 31, 2025 | As at 31 March 2024 | As at 31 March 2023 |
| Secured | |||
| Working Capital loan from Banks | 96.31 | 569.20 | 187.64 |
| Buyers Credit | 1,137.09 | 1,024.13 | 379.26 |
| Current Maturities of long term debt | 85.80 | 16.26 | 14.97 |
| Unsecured | |||
| Loan from Related Parties | - | - | 12.91 |
| Total | 1,319.20 | 1,609.59 | 594.78 |
CONTINGENT LIABILITIES, CAPITAL COMMITMENTS, AND OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2025, March 31, 2024, March 31, 2023 our contingent liabilities and capital commitments as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, that have not been provided for, were as follows:
(in f million, unless stated otherwise)
| Particulars | As at March 31, 2025 | As at 31 March, 2024 | As at 31 March, 2023 |
| Contingent liability: | |||
| Outstanding Bank Guarantees and bonds* | 1,033.10 | 1,123.82 | 820.17 |
| Total Contingent Liabilities | 1,033.10 | 1,123.82 | 820.17 |
| Capital Commitments | |||
| Estimated amount of contracts remaining to be executed on capital account and not provided for | 45.67 | 61.20 | 46.48 |
| Total capital commitments | 45.67 | 61.20 | 46.48 |
Bank Guarantees consists on Advance Bank Guarantees (ABG) and Performance Bank Guarantees (PBG) and bond issued by the bank on behalf of the Company in favour ofits customers. The Advance Bank guarantees are issued when we are securing our advance against the order. The same is cancelled when prorata supply is made. Performance bank guarantees are issued to secure the performance against the job and it is normally issued at the end of the project against satisfactory performance and normally has a validity for a year.
For further information on our contingent liabilities and capital commitment as at March 31, 2025, March 31, 2024, March 31, 2023,as per Ind AS 37, see Other Financial Information on page 361.
Except as disclosed elsewhere in this Red Herring Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table sets forth certain information relating to future payments due under known contractual commitments as of Fiscal 2025, March 31, 2024, and March 31, 2023 aggregated by type of contractual obligation:
(in f million)
| Particulars | Carrying amount | Less than 12 months | More than 12 months | Total |
| As at March 31, 2025 | ||||
| Financial Liabilities | ||||
| Borrowings | 1,861.33 | 1,319.20 | 542.13 | 1,861.33 |
| Trade Payables | 2,266.43 | 2,256.36 | 10.07 | 2,266.43 |
| Other Financial Liabilities | 153.94 | 153.94 | - | 153.94 |
| Total | 4,281.70 | 3,729.50 | 552.20 | 4,281.70 |
| As at March 31, 2024 | ||||
| Financial Liabilities | ||||
| Borrowings | 2,048.42 | 1,609.59 | 438.83 | 2,048.42 |
| Trade Payables | 933.14 | 927.35 | 5.79 | 933.14 |
| Other Financial Liabilities | 124.49 | 124.49 | - | 124.49 |
| Total | 3,106.05 | 2,661.43 | 444.62 | 3,106.05 |
| As at March 31, 2023 | ||||
| Financial Liabilities | ||||
| Borrowings | 1,487.48 | 594.78 | 892.70 | 1,487.48 |
| Trade Payables | 1,341.16 | 1,339.68 | 1.48 | 1,341.16 |
| Other Financial Liabilities | 104.76 | 104.76 | - | 104.76 |
| Total | 2,933.40 | 2,039.22 | 894.18 | 2,933.40 |
CAPITAL EXPENDITURES
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, our capital expenditure towards additions to property, plant and equipment were ? 423.21 million, ? 780.79 million, and ? 181.96 million respectively.
(in f million)
| Particulars | Land | Leasehold Land | Factory Building | Plant & Equipment | Electrical Installation | Furniture & Fixtures | Computer | Office Equipments | Vehicles | Motor Buses | Total | Capital work in Progress |
| Deemed cost (gross carrying amount) | ||||||||||||
| Balance As at 1 April 2022 | 31.44 | - | 413.26 | 896.47 | 45.25 | 38.10 | 50.55 | 26.08 | 120.53 | 21.90 | 1,643.58 | 18.07 |
| Additions | 2.83 | 119.68 | 1.77 | 30.05 | 0.35 | 0.62 | 2.34 | 1.96 | 19.97 | - | 179.57 | 0.50 |
| Disposal/Adjustment | - | - | - | - | - | - | - | - | 8.64 | 1.01 | 9.65 | - |
| Balance As at 31 March 2023 | 34.27 | 119.68 | 415.03 | 926.52 | 45.60 | 38.72 | 52.89 | 28.04 | 131.86 | 20.89 | 1,813.50 | 18.57 |
| Additions | - | 4.36 | - | 39.55 | 17.48 | 0.18 | 4.77 | 7.47 | 52.23 | - | 126.04 | 654.50 |
| Disposal/Adjustment | 2.87 | - | 50.54 | 14.99 | 2.06 | 8.24 | 8.07 | 3.44 | 24.57 | - | 114.78 | 10.81 |
| Balance As at 31 March 2024 | 31.40 | 124.04 | 364.49 | 951.08 | 61.02 | 30.66 | 49.59 | 32.07 | 159.52 | 20.89 | 1,824.76 | 662.26 |
| Additions | - | 0.01 | 491.61 | 468.37 | 46.96 | 16.76 | 5.05 | 10.05 | 8.51 | - | 1,047.32 | 192.28 |
| Disposal/Adjustment | - | - | - | 1.54 | 0.21 | 4.62 | 1.10 | 0.17 | 3.47 | 0.55 | 11.66 | 832.78 |
| Balance As at 31 March 2025 | 31.40 | 124.05 | 856.10 | 1,417.91 | 107.77 | 42.80 | 53.54 | 41.95 | 164.56 | 20.34 | 2,860.42 | 21.76 |
| Accumulated depreciation | ||||||||||||
| Balance As at 1 April 2022 | - | - | 143.32 | 639.73 | 38.06 | 27.58 | 44.62 | 19.32 | 75.37 | 6.30 | 994.30 | - |
| Charge for the year | - | - | 14.51 | 48.15 | 1.15 | 2.07 | 3.01 | 2.86 | 9.35 | 2.62 | 83.72 | - |
| Disposal/Adjustment | - | - | - | - | - | - | - | - | 6.85 | 0.96 | 7.81 | - |
| Balance As at 31 March 2023 | - | - | 157.83 | 687.88 | 39.21 | 29.65 | 47.63 | 22.18 | 77.87 | 7.96 | 1,070.21 | - |
| Charge for the year | - | - | 11.89 | 38.14 | 1.78 | 1.24 | 2.69 | 4.00 | 11.13 | 2.55 | 73.42 | - |
| Disposal/Adjustment | - | - | 21.68 | 12.97 | 1.64 | 6.25 | 6.95 | 3.12 | 21.59 | - | 74.20 | - |
| Balance As at 31 March 2024 | - | - | 148.04 | 713.05 | 39.35 | 24.64 | 43.37 | 23.06 | 67.41 | 10.51 | 1,069.43 | - |
| Charge for the year | - | 1.04 | 24.44 | 57.55 | 6.24 | 2.04 | 2.78 | 3.01 | 13.43 | 2.45 | 112.98 | - |
| Disposal/Adjustment | - | - | - | 0.63 | 0.12 | 3.85 | 0.92 | 0.07 | 2.29 | 0.36 | 8.24 | - |
| Balance As at 31 March 2025 | - | 1.04 | 24.44 | 769.97 | 45.47 | 22.83 | 45.23 | 26.00 | 78.55 | 12.60 | 1,174.17 | - |
| Net Block | ||||||||||||
| Balance as at 31 March 2023 | 34.27 | 119.68 | 257.20 | 238.64 | 6.39 | 9.07 | 5.26 | 5.86 | 53.99 | 12.93 | 743.29 | 18.57 |
| Balance As at 31 March 2024 | 31.40 | 124.04 | 216.45 | 238.03 | 21.67 | 6.02 | 6.22 | 9.01 | 92.11 | 10.38 | 755.33 | 662.26 |
| Balance As at 31 March 2025 | 31.40 | 123.01 | 683.62 | 647.94 | 62.30 | 19.97 | 8.31 | 15.95 | 86.01 | 7.74 | 1,686.25 | 21.76 |
RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include sale of goods, expenses paid, expenses recovered, interest on loan paid, purchase of goods, unsecured loan taken and unsecured loans repaid. For further information relating to our related party transactions, see Related Party Transactions on page 298.
The table below sets out certain details in connection with related party transactions:
| Particulars | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Related Party - Asset transactions (in ? million) | 6.00 | 133.23 | - |
| as a % of Total Assets | 0.07% | 2.10% | - |
| Related Party - Borrowings availed/(Repaid) (Net) (in ? million) | 31.21 | (922.82)* | 120.01 |
| as a % of Total borrowings | 1.68% | (45.05)% | 8.07% |
| Related Party - Income Transactions (in ? million) | 725.41 | 1,990.53 | 3,109.10 |
| as a % of Total Income | 7.28% | 24.63% | 34.97% |
| Related Party - Expense transactions (in ? million) | 149.74 | 333.85 | 1,150.14 |
| as a % of Total Expenses | 1.67% | 4.47% | 13.64% |
*This includes repayment of unsecured loans availed in Fiscal 2024, Fiscal 2023, Fiscal 2016.
AUDITOR S OBSERVATIONS
There are no auditor qualifications that have not been given effect to in the Restated Consolidated Financial Statements. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks that are related to the normal course of our operations such as interest rate, liquidity risk, foreign exchange risk and reputational risk, which may affect economic growth in India and the value of our financial liabilities, our cash flows and our results of operations.
Credit Risk
Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Company is exposed to credit risk primarily from trade receivables, loans and other financial assets including deposits with banks. The customer credit risk is managed subject to the Company s established policy, procedure and controls relating to customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 0-90 days to all customers which vary from customer to customer.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly to close to its fair value. The Companys objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a rob ust cash management system. It maintains adequate sources of financing from both banks and financial institutions at an optimised cost.
Market Risk
We are exposed to various types of market risks during the normal course of business. Market risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency rate risk, interest rate risk and other price risk, such as equity price risk and commodity price risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the purpose to finance the business and such borrowings are repayable on demand. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the RBI, domestic and international economic and political conditions, inflation and other factors. For further information, see Financial Indebtedness on page 392.
In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.
UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS
Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
KNOWN TRENDS OR UNCERTAINTIES
Our business has been subject, and we expect it to continue to be subject, to economic changes arising from the trends identified above in Management s Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations and the uncertainties described in Risk Factors on pages 363 and 28, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
FUTURE RELATIONSHIP BETWEEN COST AND INCOME
Other than as described in Risk Factor^, Our Business and Management s Discussion and Analysis of Financial Condition and Results of Operations on pages 28, 204 and 363 respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.
NEW PRODUCTS OR BUSINESS SEGMENTS
Except as set out in this Red Herring Prospectus in the sections Our Business on page 204, we have not announced and do not expect to announce in the near future any new products or business segments.
COMPETITIVE CONDITIONS
We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See Risk Factors, Industry Overview and Our Business on pages 28, 145 and 204, respectively, for further details on competitive conditions that we face across our various business segments.
SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS
We have in the past derived a major portion of our revenue from a limited number of customer groups and may derive a major portion of our revenue from such customers. For details, see Risk Factors- We derive a portion of our revenues from few customers and repeat orders which we identify as orders placed by customer groups that have placed orders with our Company previously. For Fiscal 2025, 57.32% of our consolidated revenue from operations was derived from repeat customers, and 42.64% was contributed by our top five customer groups. Any loss of, or a reduction in the repeat orders received by us could adversely affect our business, results of operations, financial condition and cash flows on page 32.
SEASONALITY/ CYCLICALITY OF BUSINESS
Our PEB and Self-Supported Roofing business is seasonal in nature. For details, see Risk Factors- Our financial results may be subject to seasonal variations and cyclical nature of the industry on page 46.
MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS
There have been no significant developments after March 31, 2025, the date of the last financial statements contained in this Red Herring Prospectus, to the date of filing of this Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months.
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