Omnitech Engineering Ltd Management Discussions

OPERATIONS

The following discussion is intended to convey our managements perspective on our financial condition and results of our operations. Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a particular Financial Year or a Fiscal are to the twelve months ended March 31 of that year. You should read the following discussion in conjunction with the Restated Consolidated Financial Statements for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 including the related notes, schedules, and annexures. The Restated Consolidated Financial Statements included in this Draft Red Herring Prospectus are prepared and presented in accordance with requirements of Section 26 of the Companies Act, the SEBI ICDR Regulations and the

Guidance Note on ‘Reports in Company Prospectuses (Revised 2019) issued by the ICAI, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. This discussion may include certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors or contingencies, including those described below and elsewhere in, this Draft Red Herring Prospectus. For further information, see ‘Forward-Looking Statements on page

31. Also read ‘Risk Factors and ‘Restated Consolidated Financial Statements on pages 33 and 31, respectively, for a discussion of certain factors or contingencies that may affect our business, financial condition or results of operations. Unless otherwise indicated, industry and market data used in this section has been derived from the report titled

"Assessment of Global and Domestic Precision Engineering Market" by ICRA Analytics Limited dated June 2025

(ICRA Report), which has been commissioned and paid for by our Company in connection with the Offer. Unless otherwise indicated, all financial, operational, industry and other related information derived from the ICRA Report and included herein with respect to any particular year, refers to such information for the relevant calendar year. ICRA was appointed by our Company and is not connected to our Company, our Directors, our Promoters, our Key Managerial Personnel, Senior Management or BRLMs. A copy of the ICRA Report is available on the website of our Company at https://omnitecheng.com/investor/. For further information, see ‘Risk Factor - This Draft Red Herring Prospectus contains information from an industry report prepared by ICRA commissioned and paid for by us exclusively in connection with the Offer. There can be no assurance that such third-party, statistical, financial and other industry information is either complete or accurate on page 69. Also see ‘Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation on page 28.

OVERVIEW

We are one of the key manufacturers of high precision engineered components and assemblies supplying to global customers across industries such as energy, motion control & automation, industrial equipment systems, metal forming and other diversified industrial applications. With 18 years of experience, we manufacture highly engineered precision machined components and assemblies that are majorly utilized towards safety critical applications. We manufacture a wide range of components ranging from weight of 0.003 kg to 503.33 kg, diameter of 1.27 centimetre to 1 meters and length of 0.2 centimetre to 10 meters which helps us cater to the diverse requirements of our marquee customer base. As per the ICRA Report (page 235), we are one of Indias fastest growing manufacturers of high precision engineered components and assemblies amongst the identified peer set, in terms of revenue from operations, with an increase of 92.45% between Fiscal 2024 and Fiscal 2025 and a CAGR of 39.06% between Fiscal 2023 and Fiscal 2025. During Fiscals 2025, 2024 and 2023, we supplied customised high precision engineered components and assemblies to over 220 customers across 22 countries including United States of America, India, United Arab Emirates, Germany, Bulgaria, Sweden and Canada.

Our products find applications in industries such as (i) Energy which includes supplies with end application primarily in oil & gas, wind energy and power sector; (ii) Motion Control and Automation which primarily includes supplies with electro-mechanical systems to end applications primarily in drives and motors, flow control, motion control, sensors, automation and hydraulics; (iii) Industrial Equipment Systems which includes supplies with end application primarily in aerospace ground support equipment, construction equipment, machineries for diverse applications, and components for winches and hoists; and (iv) Others which includes supplies with end application primarily in metal forming and other diversified industrial applications. Set out below is our revenue from sale of products and services from our end-user industries during Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue contribution from sale of products and services (in million)	As a % of revenue from sale of products and services	Revenue contribution from sale of products and services (in million)	As a % of revenue from sale of products and services	Revenue contribution from sale of products and services (in million)	As a % of revenue from sale of products and services
Energy	1,356.29	42.35%	500.42	30.18%	442.13	26.78%
Motion Control and
	1,143.75	35.71%	686.34	41.39%	711.47	43.10%
Automation
Industrial
	644.30	20.12%	444.29	26.79%	468.06	28.35%
Equipment Systems
Others*	58.52	1.82%	27.26	1.64%	29.10	1.77%
Total	3,202.86	100.00%	1,658.31	100.00%	1,650.76	100.00%

Total excludes export incentive and scrap value aggregating 122.55 million during Fiscal 2023, 123.49 million during Fiscal 2024 and 226.27 million during Fiscal 2025. *‘Others includes end-user industries which are not classified into any of the industries mentioned above such as metal forming and other diversified industrial applications. Note: Industry classification is based on information available with us and our understanding of the principal business of our customers.

As on April 30, 2025, we had an Order Book of 12,893.36 million, which constituted 402.56% of our revenue from sale of products and services for Fiscal 2025.

Our Order Book also is diversified across various end-user industries. Set out below is our Order Book as at April 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023:

Particulars		April 30, 2025		As at March 31, 2025		As at March 31, 2024		As at March 31, 2023
		Amount (in million)	As a % of total Order Book	Amount (in million)	As a % of total Order Book	Amount (in million)	As a % of total Order Book	Amount (in million)	As a % of total Order Book
Energy		12,225.29	94.82%	2,169.81	76.49%	297.35	35.43%	105.34	18.30%
Motion	Control	331.55	2.57%	329.28	11.61%	312.52	37.23%	312.55	54.31%
and Automation
Industrial		315.01	2.44%	316.31	11.15%	218.85	26.08%	155.56	27.03%
Equipment
Systems
Others*		21.52	0.17%	21.45	0.76%	10.60	1.26%	2.03	0.35%
Total		12,893.36	100.00%	2,836.85	100.00%	839.32	100.00%	575.49	100.00%

*‘Others includes end-user industries which are not classified into any of the industries mentioned above such as metal forming and other diversified industrial applications. Note: Industry classification is based on information available with us and our understanding of the principal business of our customers..

Our product offerings adhere to quality standards and specifications as specified by the customers, and we believe that maintaining these high standards along with timely delivery has been instrumental in sustaining long-term relationship with our customers which is reflected in the repeat orders received from our customers. We have a strong track record of customer retention, with several long-standing relationships where we have consistently delivered our products to key clients over many years. We believe that our customer relationships are a result of our design, engineering and manufacturing capabilities. Set out below are the number of our repeat customers and their revenue contribution during Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars		Fiscal 2025			Fiscal 2024			Fiscal 2023
	Number of repeat custome rs	Revenue from sale of product and services to repeat custome rs (in million)	As a % of revenue from sale of product and services	Number of custome rs	Revenue from sale of product and services to repeat custome rs (in million)	As a % of revenue from sale of product and services	Number of custome rs	Revenue from sale of product and services to repeat custome rs (in million)	As a % of revenue from sale of product and services
Repeat customers*	101	2,555.28	79.78%	81	1,569.55	94.65%	80	1,350.96	81.84%

*Revenue from repeat customers is revenue from customers where our Company would have recognized revenue from such customer in at least one fiscal during the last two fiscals preceding the fiscal for which the data is being disclosed.

Over the last 3 fiscals, we supplied high precision engineered components and assemblies to 220 customers across 22 countries including United States of America, India, United Arab Emirates, Germany, Bulgaria, Sweden and Canada with majority of our revenue from operations being derived from outside India. Set out below is our revenue from operations outside India and our revenue from operations within India:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	(in million)	As a % of revenue from operations	(in million)	As a % of revenue from operations	(in million)	As a % of revenue from operations
Revenue from operations from outside India	2,570.07	74.95%	1,300.19	72.97%	1,332.12	75.12%
Revenue from operations from within India	859.06	25.05%	481.61	27.03%	441.19	24.88%
Total	3,429.13	100.00%	1,781.80	100.00%	1,773.31	100.00%

*‘Others includes end-user industries which are not classified into any of the industries mentioned above such as metal forming and other diversified industrial applications. Note: Industry classification is based on information available with us and our understanding of the principal business of our customers.

We have received ‘Supplier Excellence Award from Dover in 2018, 2020, and 2021, ‘Soaring Eagle Award from John Bean Technologies Corporation in 2016 and ‘Best Supplier Award by Power Building Private Limited in 2015-16.

We operate out of our 2 manufacturing facilities in Metoda and Chhapara, Rajkot, Gujarat (‘Manufacturing Facilities or ‘Existing Facilities) which are equipped with capabilities to design, develop, prototype, manufacture, assemble and test our products. Our Manufacturing Facilities have obtained ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 and AS9100:2016 (for aviation, space and defence). Further we have also obtained IATF 16949:2016 certificate for our Existing Facility 1 i.e., facility located at Metoda, Rajkot, Gujarat and, API Spec Q1 in accordance with API 20J (for oil and gas), API 5CT and API 7-1 (right to use API monogram), for our Existing Facility 2 i.e., facility located at Chhapara, Rajkot, Gujarat. We are also in the process of commissioning a manufacturing facility in Padavala, Rajkot, Gujarat (Upcoming Facility), and have acquired 3 land parcels (i.e. Proposed Facility 1, Proposed Facility 2, and Plot No. 1 and 2, New R. S. No. 90 (Old S. No. 46 Paiki 2), Village Chhapara, Lodhika, Rajkot -360021, Gujarat, India) with a potential built-up area of 44,450.99 square meters in Chhapara, Rajkot, Gujarat with an intent to partially de-risk our future growth. For details, see ‘Our Business - Property on page 271. In line with our global delivery model, we also operate a warehouse in Houston, United States of America which helps us cater to our customers in United States of America.

As on April 30, 2025, our Manufacturing Facilities are equipped with diverse machines such as 309 computer numerical control (CNC) machines including vertical machining centres (VMC) machines and turn mill centers (TMC) machines and sliding headstock machines, 5 grinding machines, 4 gear machines, 1 gun-drill and honing machines, lapping machines, laser cutting machines, and welding machines. We have an in-house facility to carry out special processes such as phosphating (zinc and manganese), copper plating, zinc plating, electroless nickel plating and stellite welding. Our Company has deployed industrial robots for certain machining lines. The deployment was an intent to manufacture precision-engineered components with high repeatability and minimal human intervention while reducing cycle time and enhancing operational efficiency. Our Manufacturing Facilities also includes a dedicated testing center equipped with machines to analyse raw materials and finished products using tests such as positive material identification, testing hardness, magnetic particle inspection, and dye penetrant, and machines for dimensional measurements such as co-ordinate measuring machines (CMM), vision measuring machines (VMM), contour measuring machine, roundness tester, and facility for hydro testing. We maintain the high quality of our products by focussing on quality control systems which enable us to deliver components with precision levels of up to 5 microns (0.005 mm). Our manufacturing operations utilise IoT 4.0 solutions to enhance real time monitoring of operations such as predictive maintenance, downtime and runtime, which helps us optimise operational efficiency.

Over the past 18 years we have built an understanding of various facets of manufacturing and we, through our Subsidiary, Novatro Techsolutions Private Limited, are developing software which seeks to automate and streamline the operations of manufacturing industries. As of March 31, 2025, our Subsidiary, Novatro Techsolutions Private Limited, had a team of 5 employees who are part of developing the software.

Our founder, Udaykumar Arunkumar Parekh, has spearheaded our growth and continues to play an integral part in envisioning the business opportunities in the industry and achieve our growth potential. He has an overall experience of over 19 years in the machining industry. Our Company is supported by an experienced Board of Directors, each of whom has significant experience in their respective domains. Paras Mukundrai Parekh, our Whole-Time Director and Chief Financial Officer has over 18 years of experience in banking, and engineering precision components industry. Ketan Chandrakant Doshi, one of our Independent Directors, has around 20 years of experience in manufacturing industry. Mahendra Tribhuvan Panchasara, one of our Independent Directors, has around 42 years of experience in manufacturing industry. For further details, see ‘Our Management - Brief Profile of our Directors on page 296. We are also supported by a team of experienced and qualified key management personnel and senior management team. We are also backed by experienced senior level of management team whose varied background guides and provides direction to our business operations. Our key managerial and senior management team comprises Akhja Haresh T, Chief Operating Officer, who has over 10 years of experience in manufacturing, Bhavin Prahalad Acharya, Chief Revenue Officer who has over 4 years of experience in marketing, and Bhoomi Manharbhai Vadhavana, Company Secretary and Compliance Officer who has around 7 years of experience in secretarial and legal compliance. For details, see ‘Our Management - Brief Profiles of the KMP and ‘Our Management - Brief Profiles of our Senior

Management on page 311. We are also supported by a capable and motivated pool of employees, and, as of March 31, 2025, we had an aggregate of 1,527 employees on a consolidated basis.

Our products offerings include:

End-Use Industry	Application areas for our products
Energy	Drilling, Exploration and Refining products for upstream, midstream and downstream applications
	Braking systems, drive systems, and pumping units tailored for renewable energy, electricity generation, and power production application
Motion Control and Automation	Actuator systems, motion control and drive technologies, robotic systems, and advanced conveying and handling systems designed for efficient and precise material movement
	Crushing and screening systems, conveying solutions, drilling and blasting equipment with drill heads and rotation units, surface and underground rig components, and core drilling equipment for mining and earth moving equipment
	Valve components for gas and steam equipment, ensuring reliable performance and safety across a range of industrial applications.
Industrial Equipment Systems	Hydraulic and pneumatic systems designed for airport ground support operations and heavy-duty industrial equipment
Others*	These power machines in automotive, manufacturing, medical, and consumer electronics.

*‘Others includes end-user industries which are not classified into any of the industries mentioned above such as metal forming and other diversified industrial applications. Note: Industry classification is based on information available with us and our understanding of the principal business of our customers.

Set out below are some of our operational and financial metrics on a consolidated basis:

Particulars	Unit	As of and for Fiscal
		2025	2024	2023
Financial KPIs
Revenue from operations (in million)	million	3,429.13	1,781.80	1,773.31
Year on Year growth in Revenue from operations (%)	%	92.45%	0.48%	-
Revenue from operations from outside India as	%	74.95%	72.97%	75.12%
a % of revenue from operations (%)
EBITDA(1)		1,176.47	649.36	634.56
EBITDA margin(2) (%)	%	34.31%	36.44%	35.78%
Profit after tax (PAT) (in million)	million	438.65	189.08	322.92
PAT Margin(3) (%)	%	12.54%	10.39%	17.58%
Return on Capital Employed(4)(%)	%	16.08%	14.75%	35.85%
Return on Equity(5) (%)	%	21.55%	23.79%	53.88%
Net Debt to Equity(6) (in times)	In times	1.60	2.87	1.45
Net working capital days(7)	In days	282.69	196.64	138.97
Operational KPIs
Installed capacity(8)	Machine -	1,734,876	1,219,504	918,060
	Hours per
	annum
Order Book (9)	million	2,836.85	839.32	575.49
Notes:

1. EBITDA is calculated as Restated Profit for the year less Other income add Finance costs, Depreciation and amortization, and Total income tax expenses.

2. EBITDA Margin is calculated as EBITDA divided by Revenue from operations.

3. PAT Margin is calculated as Restated Profit for the year divided by Total income.

4. Return on Capital Employed is calculated as EBIT divided by Capital employed. Capital employed is calculated as the sum of Total equity (including non-controlling interest), Non-current borrowings and Current borrowings while EBIT is calculated as Restated Profit for the year add Finance costs, Total tax expenses.

5. Return on Equity is calculated as Restated Profit for the year (Excluding share of non-controlling interest) divided by Total equity (Excluding non-controlling interest).

6. Net Debt to equity (in times) is calculated as the net debt divided by total equity (including non-controlling interest),where net debt represents sum of Non-current borrowings and Current borrowings less cash and cash equivalents.

7. Net Working Capital Days is calculated as Net Working Capital divided by Revenue from Operations, multiplied by 365 days. Net Working Capital is computed as Net Current Assets less Net Current Liabilities, where Net Current Assets represent Total Current Assets excluding Investments and Cash & Cash Equivalents, and Net Current Liabilities represent Total Current Liabilities excluding Current Borrowings.

8. Calculation for installed capacity assumes 26 working days in a month and 22 working hours in a day; machines from erstwhile facilities of our Company have been consolidated into Existing Facility 2 and capacity and capacity utilization numbers for Existing Facility 2 include data for such machines from Fiscal 2023 onwards.

9. Order Book means the value of the outstanding order book as of the respective dates is calculated as the total value of purchase orders and commitments received by the Company from its customers during the financial year (excluding cancelled purchase orders and commitments), net of the sale of finished goods during the same period as increased by the outstanding purchase orders and commitments as at the previous reporting date. The value of orders and commitments received in foreign currencies has been translated into Indian Rupees at the closing exchange rates prevailing as at the respective reporting dates.

PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our results of operations have been, and will be, affected by many factors, some of which are beyond our control. The following is a discussion of certain factors that have had, and will continue to have, a significant effect on our financial condition and results of operations:

Market and economic conditions

We are one of the key manufacturers of high precision engineered components and assemblies supplying to global customers across industries such as energy, motion control & automation, industrial equipment systems, metal forming and other diversified industrial applications. The level of demand of our products depends to a large extent on the success of our customers and performance of their respective end use industries. General downturn in our industry, the end use industries in which our customers operate or our specifically our customers, for any reason including macroeconomic and geopolitical factors, supply-chain issues, high interest rates and labour shortage can affect the demand of our products. Other market and economic factors that may impact the demand in these sectors include: high rates of inflation in India and in countries where our customers are based which could increase our costs without proportionately increasing our revenue, and as such decrease our operating margins;

any slowdown in economic growth or financial instability in India and in countries where our customers are based; availability of, and increase in, cost of materials and labour; instability in financial markets; any tariffs or non-tariff barriers imposed by governments in countries where we export our goods and services; fluctuation in foreign exchange rates; and

any scarcity of credit or other financing, resulting in an adverse impact on economic conditions and scarcity of financing for our expansions.

Dependence on few customers and maintaining relationships and retaining our customers

While our customers may vary annually, we generate significant revenue from our top 10 customers every year. Consequently, our business and financial condition in any given financial year is reliant on our top 10 customers. Our revenue from operations from our top 3 customers, top 5 customers and top 10 customers during Fiscal 2025, Fiscal 2024 and Fiscal 2023 are set out below:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue contribution (in million)	As a % of revenue from sale of products and service	Revenue contribution (in million)	As a % of revenue from sale of products and service	Revenue contribution (in million)	As a % of revenue from sale of products and service
Top 3 customers	763.91	23.85%	508.54	30.67%	630.38	38.19%
Top 5 customers	1,016.91	31.75%	701.76	42.32%	821.97	49.79%
Top 10 customers	1,533.24	47.87%	1,015.98	61.27%	1,137.12	68.88%

Our product offerings adhere to stringent quality standards and specifications, and we believe that maintaining these high standards along with timely delivery has been instrumental in sustaining long-term relationship with our customers which is reflected in the repeat orders received from our customers. We believe that our robust customer relationships are a result of our strong design, engineering and manufacturing capabilities. Set out below are the number of our repeat customers and their revenue contribution during Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars		Fiscal 2025			Fiscal 2024			Fiscal 2023
	Number of repeat custome rs	Revenue from sale of product and services to repeat custome rs (in million)	As a % of revenue from sale of product and services	Number of custome rs	Revenue from sale of product and services to repeat custome rs (in million)	As a % of revenue from sale of product and services	Number of custome rs	Revenue from sale of product and services to repeat custome rs (in million)	As a % of revenue from sale of product and services
Repeat customers*	101	2,555.28	79.78%	81	1,569.55	94.65%	80	1,350.96	81.84%

*Revenue from repeat customers is revenue from customers where our Company would have recognized revenue from such customer in at least one fiscal during the last two fiscals preceding the fiscal for which the data is being disclosed.

Our continued growth will be dependent on our ability to retain and deepen our relationship with our existing customers and expand our customer base, and loss of one or more key customer could impact our results of operations and financial condition.

High dependence on Energy industry

Our products find applications in industries such as (i) Energy which includes supplies with end application primarily in oil & gas, wind energy and power sector; (ii) Motion Control and Automation which primarily includes supplies with electro-mechanical systems to end applications primarily in drives and motors, flow control, motion control, sensors, automation and hydraulics; (iii) Industrial Equipment Systems which includes supplies with end application primarily in aerospace ground support equipment, construction equipment, machineries for diverse applications, and components for winches and hoists; and (iv) Others which includes supplies with end application primarily in metal forming and other diversified industrial applications. We are accordingly dependent on our end-user industries, in particular, the energy industry which contributed 1,356.29 million, 500.42 million, and 442.13 million constituting 42.35%, 30.18% and 26.78% to our revenue from sale of products and services during Fiscal 2025, Fiscal 2024 and Fiscal 2023. Our Order Book from energy industry was 12,225.29 million, 2,169.81 million, 297.35 million, and 105.34 million constituting 94.82%, 76.49%, 35.43% and 18.30% of our Order Book as at April 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023. Any downturn in the energy industry and especially the oil and gas segment of the energy industry or loss of our customers in the energy industry and especially the oil and gas segment of the energy industry could impact our financial condition and revenue from operations.

High working capital requirements

Our business operations are subject to significant working capital requirements to maintain optimum inventory levels of materials, work-in- progress and finished goods as well as to offer credit to our customers and fulfil our payment obligations towards our suppliers. Currently, we meet our working capital requirements through a mix of internal accruals and working capital facilities from lenders. The key components of our working capital requirement and our net working capital requirements for Fiscal 2025, 2024 and 2023 respectively are set out in the table below.

Particulars	Fiscal 2025			Fiscal 2024			Fiscal 2023
	Amount ( million)	As number of days of revenue from operations*		Amount ( million)	As number of days of revenue from operations*		Amount ( million)	As number of days of revenue from operations*
Inventories (I)	1,791.42	191		914.47	187		536.83	111
Trade Receivables (II)	1,280.65	136		434.90	89		334.17	69
Other Financial and current assets (excluding cash and cash equivalents and current investments)	278.49	30		111.19	23		49.46	10
(III)
Trade payables (IV )	344.74	37		302.73	62		100.09	21
Other financial and current liabilities (excluding current borrowings) (V)	349.94	37		197.88	41		145.20	30
Net Working	2,655.88	283		959.95	197		675.17	139
Capital** (VI = I + II
+ III IV V)

*Computed as the particulars for the year divided by daily revenue from operations for respective year wherein the daily revenue from operations for respective year is computed as revenue from operations for the respective year multiplied by 365.

**Net Working Capital is computed as net current assets less net current liabilities, where net current assets represent total current assets excluding investments and cash & cash equivalents, and net current liabilities represent total current liabilities excluding current borrowings.

We fund our working capital requirements through a combination of working capital facilities availed from financial institutions, unsecured loans and internal accruals. Availability of sufficient working capital would be essential for our growth, expansion and our future needs.

Geographic concentration of Manufacturing Facilities

Our existing manufacturing operations are based out of our 2 Manufacturing Facilities located in Rajkot, Gujarat, and our Upcoming Facility and Proposed Facilities are also going to be located in Rajkot, Gujarat. In addition to the general risks that are associated with manufacturing operations such as the breakdown or failure of equipment, power supply interruptions, facility obsolescence or disrepair etc, we are also subject to the risk of a single location of our Manufacturing Facilities. The concentration of our Manufacturing Facilities and operations in a single location in Gujarat subjects us to various risks, including vulnerability to change of policies, laws and regulations or the political, disruption or disturbance in surrounding areas and natural calamities, which could hamper our operations by causing the production at our manufacturing facilities to slow down or shut down. Prolonged periods slow down or shut down of production at our manufacturing facilities could affect our business, results of operations and financial condition.

Export and Foreign currency risk

Over the last 3 fiscals, we supplied our products to customers across 22 countries including United States of America, India, United Arab Emirates, Germany, Bulgaria, Sweden and Canada with majority of our revenue from operations being derived from outside India. Set out below is our revenue from operations outside India and our revenue from operations within India:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	(in million)	As a % of revenue from operations	(in million)	As a % of revenue from operations	(in million)	As a % of revenue from operations
Revenue from	2,570.07	74.95%	1,300.19	72.97%	1,332.12	75.12%
operations from
outside India
Revenue from	859.06	25.05%	481.61	27.03%	441.19	24.88%
operations from
within India
Total	3,429.13	100.00%	1,781.80	100.00%	1,773.31	100.00%

We also import a large portion of our materials from international suppliers and set out below is our cost of our material purchases from outside India:

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Cost of materials purchased from outside India (in million)	673.29	53.88	24.19
Cost of materials purchased from outside India as a % of total materials purchased	42.21%	8.04%	4.30%

We also import materials from suppliers in China and during Fiscal 2025, Fiscal 2024 and Fiscal 2023, our total material purchased which was imported from China was 349.26 million, 31.32 million, and 24.19 million representing 21.90%, 4.67%, and 4.30%, respectively, of our materials purchased. The major foreign currency exposures for us are denominated in USD and Euro. While we believe that our import of materials acts as a natural hedge for our exports, any adverse fluctuation in foreign exchange may increase our costs of operations, adversely affect our margins, and consequently our profitability. Further, any restriction or embargo on the sourcing of materials from certain countries, in particular China, could adversely affect our business and financial condition.

While we have forex management systems in place and periodically avail forward cover to minimise the foreign exchange related risks, we may experience foreign exchange losses and gains in respect of transactions dominated in foreign currencies. Certain jurisdictions in which we operate may be subject to foreign exchange repatriation and exchange control risks, which may result in either delayed recovery or even non-realisation of revenue. In addition, the policies of the RBI may also change from time to time, which may limit our ability to effectively hedge our foreign currency exposure and may have an adverse effect on our results of operations and cash flow. Any adverse fluctuations of the Indian Rupee vis-?-vis foreign currency to which we have an exposure cannot be accurately predicted and our attempts to mitigate the adverse effects of exchange rate fluctuations may not be successful, which may adversely affect our business, results of operations and financial condition.

We could also be affected by the introduction of or increase in the levy of import tariffs in India, or in the countries in which we service our customers, or changes in trade agreements between countries, or any adverse geopolitical conditions.

Competition

We operate in a highly competitive environment in both, Indian and overseas markets. For further details, see ‘Our Business -Competition on page 273. Some of our key competitors include entities such as Azad Engineering Limited, Unimech Aerospace and Manufacturing Limited, PTC Industries Limited, MTAR Technologies Limited and Dynamatic Technologies Limited. Our competitors may have certain advantages, including greater financial, technical or marketing resources, which could enhance their ability to finance growth, fund future expansion or operate in more diversified geographies. As a result, to remain competitive in the market we must implement our growth strategies, continuously strive to reduce our costs and improve our operating efficiencies. If we fail to do so, it may have an adverse effect on our market share and results of operations. We cannot assure you that we can continue to effectively compete with such competitors in the future, and failure to compete effectively may have an adverse effect on our business, financial condition, and results of operations.

MATERIAL ACCOUNTING POLICIES

1.1. Basis of preparation and presentation

The Restated Consolidated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Consolidated Statement of Profits and Loss (including Other Comprehensive Income/(Loss)), Restated Consolidated Statement of Changes in Equity and the Restated Consolidated Statement of Cash Flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the statement of material accounting policies and other explanatory information of Omnitech Engineering Limited (collectively, the "Restated Consolidated Financial Statements"). These Restated Consolidated Financial

Statements (‘financial statements) comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) (Companies (Indian Accounting Standards) Rules, 2015) and other relevant provisions of the Act.

These Restated Consolidated Financial Statements have been prepared by the management for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") proposed to be filed by the Company with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited

(collectively, the "Stock Exchanges") in connection with the proposed initial public offering of equity shares of face value of Rs. 5 each of the Company (the "Offer"), which comprises an offer for sale by certain existing shareholders of the Company. The Restated Consolidated Financial Statements have been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act"); b) relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) (as amended) issued by the

Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

These Restated Consolidated Financial Statements have been compiled by the Companys management from:

a) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025 prepared by the Management in accordance with the Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on June 18, 2025;

b) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2024 prepared by the Management in accordance with the Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on September 25, 2024 and;

c) Audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 prepared by the Management in accordance with the Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which has been approved by the Board of Directors at their meeting held on December 5, 2024.

For the financial year ended March 31, 2023, the Group prepared its statutory financial statements in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2021 / Companies (Accounts) Rules, 2014, as amended, specified under Section 133 of the Act ("Indian GAAP"). The audit report on the Indian GAAP statutory financial Statements for the years ended March 31,

2023 was issued by M/s H.B. Hirapara & Co. on September 29, 2023 (collectively, the "Indian GAAP Financial Statements"). The special purpose consolidated financial statements 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 (April 1, 2022) and as per the presentation, accounting policies and grouping/classifications followed as at and for the year ended March 31, 2025 prepared by the Group.

The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated Financial Statements and are consistent with those adopted in the preparation of financial statements for the year ended March 31, 2025. This Restated Consolidated Financial Statements does not reflect the effects of events that occurred subsequent to the respective dates of board meeting held to approve and adopt the audited Special Purpose Financial Statements as mentioned above.

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

- Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has taken place, recomputed 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, if any;

- Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the Restated Consolidated Financial Statements of the Group for the year ended March 31, 2025 and the requirements of the ICDR Regulations, if any; and

- The resultant impact of tax due to the aforesaid adjustments, if any.

These Restated Consolidated Financial Statements are intended for inclusion in the DRHP, RHP and Prospectus to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited and in connection with the proposed offer. These Restated Consolidated Financial Statements should not be used for any other purpose.

1.2. Basis of preparation and presentation

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, and on accrual basis. The Group has prepared these statements on the basis that it will continue to operate as a going concern. (refer accounting policy regarding financial instruments).

All assets and liabilities have been classified as current and non-current as per the Groups normal operating cycle of 12 months. The Statement of cash flows has been prepared under indirect method.

1.3. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest INR Million, unless otherwise indicated.

1.4. Use of accounting estimates and judgements

The preparation of financial statements is in conformity with the recognition and measurement principles of Ind AS which requires management to make critical judgements, estimates and assumptions that affect the reporting of assets, liabilities, income and expenditure. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis and any revisions to the estimates are recognised 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:

Useful lives of property, plant and equipment

Impairment of intangible asset

Provisions & contingent liabilities

Valuation of inventories

Employee benefits

Impairment of financial assets

1.5. Measurement of fair values

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 the market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

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:

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

B. Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

C. Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

1.6. Basis of consolidation

The Restated Consolidated Financial Statements comprise of financial information of the Company and its subsidiary(ies) as at March 31, 2025, March 31, 2024 and March 31, 2023. Control is achieved when the Group controls an investee if and only if the Group has:

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee).

Exposure, or rights, to variable returns from its involvement with the investee, and

The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

The contractual arrangement with the other vote holders of the investee

Rights arising from other contractual arrangements

The Groups voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the Restated Consolidated Financial Statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

These Restated Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the Restated Consolidated Financial Statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group members financial statements in preparing the Restated Consolidated Financial Statements to ensure conformity with the groups accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Holding company, i.e., year ended on 31 March. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial statements as of the same date as the financial statements of the Holding company to enable the Holding company to consolidate the financial information of the subsidiary, unless it is impracticable to do so.

2. Material accounting policies

2.1. Property, plant and equipment (‘PPE)

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and any accumulated impairment losses. The cost of fixed assets comprises of its purchase price, non-refundable taxes & levies, freight and other incidental expenses related to the acquisition and installation of the respective assets. Borrowing cost attributable to financing of acquisition or construction of the qualifying fixed assets is capitalized to respective assets when the time taken to put the assets to use is substantial.

When major items of property, plant and equipment like tooling or a separate identifiable machinery spare part, have different useful lives, they are accounted for as separate items to respective asset block. The cost of replacement of any property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefit associated with the item will flow to the Group and its cost can be measured reliably.

Pre-operative expenditure comprising of revenue expenses incurred in connection with project implementation during the period up to commencement of commercial production are treated as part of the project costs and are capitalized. Such expenses are capitalized only if the project to which they relate, involve substantial expansion of capacity or upgradation.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from its use. Difference between the sales proceeds and the carrying amount of the asset is recognized in statement of profit and loss.

Depreciation on property, plant and equipment is provided using written down value method based on useful life of the assets estimated by the management, which are in line with the useful lives as prescribed in Part C of Schedule II of the Act. The estimated useful lives, residual values and depreciation method are reviewed at each financial year-end and changes in estimates, if any are accounted for on a prospective basis.

The Group, based on technical assessment made by management, depreciates tooling assets over estimated useful life of 3 years which is different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the tooling assets are likely to be used. Accordingly, for these assets, the useful lives estimated by the Group are different from those prescribed in the Schedule II.

Furniture & fixtures	10 years
Office equipment	5 years
Plant & Machineries	15 years
Computers	3 years
Tooling	3 years
Factory Building	60 years
Motor Vehicles	10 years

Capital work-in-progress (CWIP) includes cost of PPE under installation/ under construction, net of accumulated impairment loss, if any, as at the balance sheet date. Expenditure/ income during construction period (including financing cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-Progress, and the same is allocated to the respective PPE on the completion of their construction.

Depreciation is not recorded on capital work-in-progress until construction and installation is complete and the asset is ready for its intended use.

2.2. Intangible Assets

Intangible assets are stated at cost, less accumulated amortization and impairment losses, if any.

Intangible assets not ready for the intended use on the date of the balance sheet are disclosed as intangible assets under development.

In respect of intangible assets acquired / purchased during the year, amortization is provided on a pro-rata basis from the date on which such asset is ready to use.

Intangible assets are amortized using written down value method over the estimated useful life as prescribed in Part C of Schedule II of the Act.

Amortization method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.

2.3. Financial Instruments

A. Financial Assets i. Classification of financial assets:

The Group classifies its financial assets in the following measurement categories:

o Those to be measured subsequently at fair value (either through other comprehensive income or through profit and loss) and

o Those measured at mortised cost.

The classification depends on the Groups business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

ii. Initial measurement:

Financial assets (unless it is a trade receivable without a significant financing component) are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets at fair value through profit or loss are recognized immediately in profit or loss.

iii. Subsequent measurement:

Amortized Cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method.

Fair value through other comprehensive income (FVOCI)

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue which are recognized in profit and loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains / (losses). Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit or loss (FVTPL)

Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss.

iv. Derecognition of financial assets:

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognized (i.e. removed from the Groups balance sheet) when:

The rights to receive cash flows from the asset have expired, or

The Group has transferred its rights to receive cash flows from the asset

When the Group has transferred an asset, the Group evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the Group has retained substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

Where the Group has neither transferred a financial asset nor retains asset is derecognized if the Group has not retained control over the financial asset. Where the Group has retained control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.

v. Income recognition:

Interest income is recognized in the statement of profit and loss as it accrues, using the effective interest method.

vi. Investments

Investments in mutual funds are primarily held for the Groups temporary cash requirements and can be readily convertible in cash. These investments are initially recorded at fair value and classified as fair value through profit or loss. The Group measures investment in subsidiaries at cost less provision for impairment, if any.

vii. Security Deposits

These primarily pertain to rent deposits. These are initially recorded at fair value and then are subsequently measured at amortized cost using the effective interest method.

viii. Cash and cash equivalents:

Cash and cash equivalents consist of cash on hand and balances with bank.

ix. Trade Receivables:

Trade receivables are amounts due from customers for sale of services performed in the ordinary course of business. Trade receivables are initially recognized at its transaction price which is considered to be its fair value and are classified as current assets as it is expected to be received within the normal operating cycle of the business.

x. Other Financial assets:

Other non-derivative financial instruments are initially recognized at fair value and subsequently measured at amortized costs using the effective interest method.

xi. Impairment:

At each balance sheet date, the Group assesses whether a financial asset is to be impaired. Ind AS

109 requires the Group to apply expected credit loss model for recognition and measurement of impairment loss. In determining the allowances for doubtful trade receivables, the Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The impairment loss is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

B. Financial Liabilities

The Groups financial liabilities include borrowings, trade payables and other financial liabilities.

i. Classification of financial liabilities:

All the Groups financial liabilities, except for financial liabilities at fair value through profit or loss, are measured at amortized cost.

ii. Initial measurement:

Financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities (other than financial liabilities at fair value through profit or loss) are deducted from the fair value of the financial liabilities, as appropriate, on initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

iii. Subsequent measurement:

Financial liabilities are subsequently measured at amortized cost using the Effective Interest Rate Method. The Effective Interest Rate Method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

iv. Derecognition of financial liabilities:

The Group derecognizes financial liabilities when, and only when, the Groups obligations are discharged, cancelled or waived off or have expired. An exchange between the Group and the lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

v. 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.

vi. Borrowings

Borrowings are initially recorded at fair value net of transaction cost and subsequently measured at amortized costs using effective interest rate method.

Transaction costs are charged to statement of profit and loss as financial expenses over the term of borrowing.

vii. Other financial liabilities:

Other non-derivative financial instruments are initially recognized at fair value and subsequently measured at amortized costs using the effective interest method.

C. Derivative financial instruments

The Group enters into derivative financial instruments to manage its foreign exchange rate risk. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in the statement of profit and loss immediately.

.4. Employee benefits

A. Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. The Group makes specified monthly contributions towards government administered provident fund scheme. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in statement of profit and loss in the periods during which the related services are rendered by employees.

B. Defined benefit plans

The Group operates an unfunded defined benefit gratuity plan in India. The Groups net obligation in respect of gratuity, which is defined benefit plan, is calculated using the projected unit credit method and the same is carried out by qualified actuary. The current service cost and interest on the net defined benefit liability / (asset) is recognized in the statement of profit and loss. Past service cost is immediately recognized in the statement of profit and loss. Actuarial gains and losses net of deferred taxes arising from experience adjustment and changes in actuarial assumptions are recognized in other comprehensive income in the period in which they arise.

.5. Revenue from contract with customer

Sale of goods

Revenue is recognized upon transfer of control of promised goods to customers in an amount that reflects the consideration which the Group expects to receive in exchange for those goods. Contracts for the sale of goods provide customers with a customary right of return in case of defects, quality issues etc. The rights of return give rise to variable consideration.

Revenue from the sale of goods is recognized at the point in time when control is transferred to the customer, which is determined based on contracts with the customers.

Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts and estimated returns as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government.

Sales return is variable consideration that is recognized and recorded based on historical experience, market conditions and provided for in the year of sale as reduction from revenue. The methodology and assumptions used to estimate returns are monitored and adjusted regularly in line with trade practices, historical trends, past experience, projected market conditions and certain factual data in relation to actual returns received in terms of delivery of short quantities and rejection on account of quality issue.

Sale of Services

The Group renders job work services and tooling income that are provided separately. The Group recognizes revenue from sale of services at a point in time, when products are sent to the customer after completion.

Other operating revenue export incentives

Export incentives are recognized as income when right to receive credit as per the terms of the scheme is established in respect of the exports made and where there is no significant uncertainty regarding the ultimate collection of the relevant export proceeds.

Other income

Interest Income is recognized on time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head ‘Other Income in the Statement of Profit and Loss.

2.6. Income Taxes

A. Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the country where the Company operates and generates taxable income.

Current income tax relating to items recognized outside profit and loss is recognized outside profit and loss (either in other comprehensive income or in equity).

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognized amounts, and it is intended to realize the asset and settle the liability on a net basis or simultaneously. Advance taxes and provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax paying units intends to settle the asset and liability on a net basis.

B. Deferred taxes

Deferred income taxes reflect the impact of temporary differences between tax base of assets and liabilities and their carrying amounts. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except deferred tax liability arising from initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, affects neither accounting nor taxable profit/ loss at the time of transaction. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses, except deferred tax assets arising from initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, affects neither accounting nor taxable profit/ loss at the time of transaction. Deferred tax assets are recognized only to the extent that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax asset is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available against which such deferred tax assets can be realized.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the same taxable entity and the same taxation authority.

Deferred tax relating to items recognized outside the statement of profit and loss is recognized in correlation to the underlying transaction either in OCI or directly in equity.

2.7. Leases

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

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short term leases. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i) Right to use assets

The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.

ii) Lease liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

iii) Short term leases

The Group applies the short-term lease recognition exemption to its properties (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognized as expense in profit and loss.

2.8. Earnings per share

Basic earnings per share is computed by dividing profit or loss attributable to equity shareholders of the Group by the weighted average number of equity shares outstanding during the year. The Group did not have any potentially dilutive securities in any of the years presented.

2.9. Impairment of non-financial assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs.

If the recoverable amount of an asset (or CGU) is estimated to be less than it carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized in the statement of profit and loss to such extent. When an impairment loss subsequently reverses, the carrying amount of the asset (or a CGU) is increased to the revised estimate of its recoverable amount, such that the increase in the carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in statement of profit and loss.

2.10. Provisions and Contingent Liabilities a) Provision

Provisions are recognized when the Group has a present obligation as a result of past events, for which it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Provisions required to settle are reviewed regularly and are adjusted where necessary to reflect the current best estimates of the obligation. Provisions are discounted to their present values, where the time value of money is material.

b) Warranties

A provision for warranties is recognized when the underlying products are sold. The provision is based on technical evaluation, historical warranty data and a weighting of all possible outcomes by their associated probabilities. A liability is recognized at the time the product is sold. The Group does not provide any extended warranties to its customers.

c) Contingent Liabilities:

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 Group 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 also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the restated consolidated financial statements.

d) Contingent Assets:

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Group does not recognize the contingent asset in its consolidated financial statements since this may result in the recognition of income that may never be realized. Where an inflow of economic benefits is probable, the Group disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realization of income is virtually certain, then the related asset is not a contingent asset and the Group recognize such assets. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

2.11. Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank (including demand deposits) and in hand.

2.12. Foreign currency transactions

Transactions in foreign currencies are translated into the functional currency of the Group at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences arising on settlement of transactions and translation of monetary items are recognized in statement of profit and loss.

2.13. Inventories

Inventories are measured at the lower of cost and net realizable value. The cost includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. Costs incurred in bringing each product to its present location and condition are accounted for as follows:

Raw materials and stores and spares (valued at cost): cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on first in, first out basis.

Finished goods and work in progress: cost includes cost of direct materials and labor and a proportion of manufacturing overheads absorbed based on the normal operating capacity, but excludes borrowing costs. Cost is determined on first in, first out (FIFO) basis.

Packing Materials and other products (valued at cost) are determined on FIFO basis.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The net realizable value of work-in-progress is determined with reference to the selling prices of related finished products.

2.14. Segment Reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components, and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Managing Director of the Company is responsible for allocating resources and assessing performance of the operating segments and accordingly is identified as the Chief Operating Decision Maker (CODM). All operating segments operating results are reviewed regularly by the CODM to make decisions about resources to be allocated and assess their performance.

2.15. Borrowing cost

Borrowing costs are interest and other costs incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalized as part of the cost of that asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

2.16. Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the financial information. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

NON-GAAP MEASURES

Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA), EBITDA Margin, Profit After Tax (PAT) Margin, Return on Capital Employed, Return on Equity, Net Debt to Equity, Net Debt to EBITDA, Net Fixed Assets Turnover Ratio, Net Working Capital and Net Working Capital Turnover Ratio

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures disclosed in the financial statements prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures.

Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA), EBITDA Margin, Profit After Tax (PAT) Margin, Return on Capital Employed, Return on Equity, Net Debt to Equity, Net Debt to EBITDA, Net Fixed Assets Turnover Ratio, Net Working Capital and Net Working Capital Turnover Ratio (Non-GAAP Measures) presented in this Draft 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, EBITDA is 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 Measures 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 Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance. See ‘Risk Factors - Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like Earnings before Interest, Taxes, Depreciation and Amortization Expenses (EBITDA), EBITDA Margin, Profit After Tax (PAT) Margin, Return on Capital Employed, Return on Equity, Net Debt to Equity, Net Debt to EBITDA, Net Fixed Assets Turnover Ratio, Net Working Capital and Net Working Capital Turnover Ratio have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable on page 70.

Reconciliation of Restated Profit for the year to EBITDA and EBITDA Margin

(Amounts in million, unless state otherwise)

Particulars	Financial year ended March 31,
	2025	2024	2023
Restated Profit for the year (I)	438.65	189.08	322.92
Adjustments:
Less: Other income (II)	67.93	37.72	63.82
Add: Total tax expense (III)	123.22	125.78	116.74
Add: Finance costs (IV)	297.34	142.38	93.58
Add: Depreciation and amortization expenses (V)	385.19	229.84	165.14
Earnings Before Interest, Tax, Depreciation and Amortization	1,176.47	649.36	634.56
(EBITDA) (VI = I - II + III + IV + V)
Revenue from Operations (VII)	3,429.13	1,781.80	1,773.31
EBITDA Margin (VIII =VI/VII)	34.31%	36.44%	35.78%

Reconciliation of Restated Profit for the year to PAT Margin

(Amounts in million, unless state otherwise)

Particulars	Financial year ended March 31,
	2025	2024	2023
Restated Profit for the year (I)	438.65	189.08	322.92
Total Income (II)	3,497.06	1,819.52	1,837.13
PAT Margin (III=I/II)	12.54%	10.39%	17.58%

Reconciliation of Total Equity to Capital Employed, Restated Profit for the year to EBIT and Return on Capital Employed

(Amounts in million, unless state otherwise)

Particulars	Financial year ended March 31,
	2025	2024	2023
Equity attributable to the equity holders of the parent company	2,036.41	794.75	599.38
(I)
Non-Controlling Interest (II)	0.02	-	-
Non-current Borrowings (III)	1,292.50	1,025.59	206.11
Current Borrowings (IV)	2,013.77	1,279.28	682.00
Capital Employed (V = I + II + III + IV)	5,342.70	3,099.62	1,487.49
Restated Profit for the year (VI)	438.65	189.08	322.92
Adjustments:
Add: Total tax expense (VII)	123.22	125.78	116.74
Add: Finance costs (VIII)	297.34	142.38	93.58
Earnings Before Interest and Tax (EBIT) (IX = VI + VII + VIII)	859.21	457.24	533.24
Return on Capital Employed (X = IX/V)	16.08%	14.75%	35.85%

Reconciliation of Total Equity to Return on Equity

(Amounts in million, unless state otherwise)

Particulars	Financial year ended March 31,
	2025	2024	2023
Equity attributable to the equity holders of the parent company	2,036.41	794.75	599.38
(I)
Restated Profit for the year (II)	438.65	189.08	322.92
Less/(Add) Restated profit for the year - attributable to Non-Controlling	0.22	-	-
Interest (III)
Restated Profit for the year (Excluding Non-Controlling Interest)	438.87	189.08	322.92
(IV)
Return on Equity (V = IV/I)	21.55%	23.79%	53.88%

Reconciliation of Total Borrowings to Net Debt, Net Debt to EBITDA and Net Debt to Equity

	(Amounts in million, unless state otherwise)
Particulars	Financial year ended March 31,
	2025	2024	2023
Non-current Borrowings (I)	1,292.50	1,025.59	206.11
Current Borrowings (II)	2,013.77	1,279.28	682.00
Total Borrowings (III = I + II)	3,306.27	2,304.87	888.11
Adjustments:
Less: Cash and cash equivalents (IV)	51.33	22.80	17.78
Net Debt (VI = III - IV - V)	3,254.94	2,282.07	870.33
Restated Profit for the year (VII)	438.65	189.08	322.92
Adjustments:
Less: Other income (VIII)	67.93	37.72	63.82
Add: Total tax expense (IX)	123.22	125.78	116.74
Add: Finance costs (X)	297.34	142.38	93.58
Add: Depreciation and amortization expenses (XI)	385.19	229.84	165.14
Earnings Before Interest, Tax, Depreciation and Amortization	1,176.47	649.36	634.56
(EBITDA) (XII = VII - VIII + IX + X + XI)
Net Debt to EBITDA (XIII = VI/XII)	2.77	3.51	1.37
Equity attributable to the equity holders of the parent company (XIV)	2,036.41	794.75	599.38
Non-controlling interest (XV)	0.02	-	-
Total Equity (Including Non-controlling interest) (XVI)	2,036.43	794.75	599.38
Net Debt to Equity (XVII = VI/XVI)	1.60	2.87	1.45

Reconciliation of Revenue from Operations to Net Fixed Assets Turnover Ratio

	(Amounts in million, unless state otherwise)
	Financial year ended March 31,
Particulars
	2025	2024	2023
Revenue from Operations (I)	3,429.13	1,781.80	1,773.31
Property, plant and equipment (II)	2,036.71	1,825.73	533.21
Capital work-in-progress (III)	256.12	-	52.07
Right to use assets (IV)	373.95	358.04	150.07
Intangible assets (V)	9.75	4.52	0.01
Intangible assets under development (VI)	9.38	4.17	4.12
Total Net Fixed Assets (VII = II + III + IV + V+VI)	2,685.91	2,192.46	739.48
Net Fixed Assets Turnover Ratio (VIII = I/ VII)	1.28	0.81	2.40

Reconciliation of Current Assets and Liabilities to Net Working Capital and Net Working Capital Turnover Ratio

	(Amounts in million, unless state otherwise)
	Financial year ended March 31,
Particulars
	2025	2024	2023
Total Current Assets (I)	3,426.28	1,505.93	938.24
Less: Investments (II)	24.39	22.57	-
Less: Cash and cash equivalents (III)	51.33	22.80	17.78
Net Current Assets (IV = I - II - III)	3,350.56	1,460.56	920.46
Total Current Liabilities (V)	2,708.45	1,779.89	927.29
Less: Current Borrowings (VI)	2,013.77	1,279.28	682.00
Net Current Liabilities (VII = V-VI)	694.68	500.61	245.29
Net Working Capital (VIII = IV - VII)	2,655.88	959.95	675.17
Revenue from Operations (IX)	3,429.13	1,781.80	1,773.31
Net Working Capital Days (X = VIII/ IX *365)	282.69	196.64	138.97
Net Working Capital Turnover Ratio (XI = IX/ VIII)	1.29	1.86	2.63

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS Total Income

Total income comprises (i) revenue from operations; and (ii) other income. Revenue from operations

Our revenue from operations comprises revenue from (i) sale of products i.e., finished goods; (ii) sale of services i.e., job working income and tooling income; and (iii) other operating revenue which comprises sale of scrap and export incentives.

Other income

Our other income comprises (i) interest income from deposits and others; (ii) gain on foreign exchange variation (net); (iii) fair value gain on financial instruments at fair value through profit or loss; (iv) liability no longer required written back; and (v) miscellaneous income.

Total Expenses

Our total expenses comprise (i) cost of materials consumed; (ii) changes in inventories of finished goods and work-in-progress; (iii) employee benefits expenses; (iv) finance costs; (v) depreciation and amortization expenses; and (vi) other expenses.

Cost of materials consumed

Cost of materials consumed consists of material required for the manufacturing of product, job-work and tooling. Cost of materials consumed is the computed as the sum of inventory of materials including bought-out parts at the beginning of the year and the purchase of materials including bought-out parts during the year as reduced by inventory of materials including bought-out parts at the end of the year. The primary materials which we utilize at our Manufacturing Facilities consists of various grades and alloys of steel in differing forms including carbon steel, alloy steel, stainless steel, nickel alloys, titanium and aluminium in different forms like bars, tubes, plates, forgings, castings.

Changes in inventories of finished goods and work in progress

Changes in inventories of finished goods and work in progress is the difference between the opening cost of inventories of work-in-progress and finished goods and the closing cost of inventories of work-in-progress and finished goods and reflects the change in our inventories from the beginning of the year to the end of the year.

Employee benefits expenses

Employee benefits expenses comprise salaries, wages and bonus, contribution to provident and other funds, gratuity expenses and staff welfare expenses.

Finance costs

Finance costs comprise interest expense on term loans, interest expense on working capital loans, interest expense on loans from related party and others, interest expense on lease liabilities, other borrowing cost, and bill discounting expense.

Depreciation and amortisation expense

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

Other expenses

Other expenses primarily comprise (i) consumption of stores and spares; (ii) consumption of packing material; (iii) annual maintenance charges; (iv) job work charges; (v) loading and unloading expense; (vi) repair and maintenance for buildings, plant and machinery and others; (vii) office and factory maintenance; (viii) transportation expense; (ix) rent; (x) rates and taxes; (xi) insurance; (xii) power, fuel and water charges; (xiii) material inspection charges; (xiv) auditors remuneration; (xv) freight and forwarding; (xvi) canteen expense; (xvii) warranty expense; (xviii) legal and professional charges; (xix) travelling and conveyance expense; (xx) exhibition expense; (xxi) loss on sale of property, plant and equipment ; (xxii) donation; (xxiii) security charges; (xxvi) corporate social responsibility expenses; and (xxvii) miscellaneous expenses.

Tax expenses

Tax expense comprises current tax, deferred tax charge / (credit), and adjustments of tax related to earlier years.

Other comprehensive income/ (loss)

The other comprehensive income consists of items that will not be reclassified subsequently to the statement of profit and loss which consists of re-measurement gains on defined benefit plans and income tax relating to these items.

Total comprehensive income/ (loss)

Total comprehensive income/ (loss) consists of profit for the year and total other comprehensive income/ (loss) for the year

OUR RESULTS OF OPERATIONS

Set out below are select 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:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	( in	(% of Total	( in	(% of Total	( in	(% of Total
	million)	Income)	million)	Income)	million)	Income)
INCOME
Revenue from operations	3,429.13	98.06	1,781.80	97.93	1,773.31	96.53
Other income	67.93	1.94	37.72	2.07	63.82	3.47
Total income	3,497.06	100.00	1,819.52	100.00	1,837.13	100.00
EXPENSES
Cost of materials consumed	1,248.84	35.71	553.36	30.41	563.16	30.65
Changes in inventories of finished goods	(436.23)	(12.47)	(138.55)	(7.61)	(63.92)	(3.48)
and work-in-progress
Employee benefits expenses	550.22	15.73	263.47	14.48	239.05	13.01
Finance costs	297.34	8.50	142.38	7.83	93.58	5.09
Depreciation and amortization expenses	385.19	11.01	229.84	12.63	165.14	8.99
Other expenses	889.83	25.45	454.16	24.96	400.46	21.80

 

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	( in	(% of Total	( in	(% of Total	( in	(% of Total
	million)	Income)	million)	Income)	million)	Income)
Total expenses	2,935.19	83.93	1,504.66	82.70	1,397.47	76.07
Restated profit before tax	561.87	16.07	314.86	17.30	439.66	23.93
Tax expense
- Current tax	134.29	3.84	101.08	5.56	124.25	6.76
- Deferred tax (credit)/charge	(11.84)	(0.34)	12.41	0.68	(14.34)	(0.78)
- Adjustment of tax related to earlier years	0.77	0.02	12.29	0.68	6.83	0.37
Total tax expense	123.22	3.52	125.78	6.91	116.74	6.35
Restated profit for the year	438.65	12.54	189.08	10.39	322.92	17.58
Other comprehensive income / (loss)
- Items that will not be reclassified to profit or loss
- Re-measurement gains/(losses) on defined benefit plans	(1.33)	(0.04)	(0.00)	(0.00)	3.11	0.17
- Income tax effect on above	0.34	0.01	0.00	0.00	(0.78)	(0.04)
- Items that will be reclassified to statement of profit or loss
- Exchange differences on translation of financial statements of foreign operations	(14.60)	(0.42)	6.29	0.35	0.37	(0.02)
Restated other comprehensive income/(loss) for the year	(15.59)	(0.45)	6.29	0.35	2.70	0.15
Restated total comprehensive income / (loss) for the year	423.06	12.10	195.37	10.74	325.62	17.72

FISCAL 2025 COMPARED TO FISCAL 2024 Income

Total Income

Our total income increased by 92.20% from 1,819.52 million in Fiscal 2024 to 3,497.06 million in Fiscal 2025, primarily due to an increase in our revenue from operations as discussed below.

Revenue from operations

Our revenue from operations increased by 92.45% from 1,781.80 million in Fiscal 2024 to 3,429.13 million in Fiscal 2025, due to (i) increase in sale of finished goods by 91.32% from 1,630.80 million in Fiscal 2024 to

3,120.00 million in Fiscal 2025 due to (a) higher actual production achieved at our Manufacturing Facilities which increased by 54.89% from 818,365 machining hours during Fiscal 2024 to 1,267,595 machining hours during Fiscal 2025; (b) higher contribution in terms of machine hours from big-size and mid-size machines which helped improve our realization per machine hour; (c) receipt of significantly higher orders from our customers which is reflected in the substantial increase in our Order Book from 575.49 million as at March 31, 2023 to 839.32 million as at March 31, 2024 which to 2,836.85 million as at March 31, 2025; (ii) increase in job work income from 11.29 million in Fiscal 2024 to 45.93 million in Fiscal 2025 led by higher demand from our customers; (iii) increase in tooling income from 16.22 million in Fiscal 2024 to 36.93 million in Fiscal 2025 led by higher demand from our customers; (iv) increase in scrap sales from 89.86 million in Fiscal 2024 to 173.97 million in Fiscal 2025 in line with our increase in revenue from sale of products; and (v) increase in export incentives from 33.63 million in Fiscal 2024 to 52.30 million in Fiscal 2025 led by higher revenue from outside India.

Other income

Our other income increased by 80.09% from 37.72 million in Fiscal 2024 to 67.93 million in Fiscal 2025, primarily due to an increase in gain on foreign exchange variation (net) from 28.53 million in Fiscal 2024 to 62.24 million in Fiscal 2025. The increase in gain was partially in line with increase in revenue from operations from outside India from 1,300.19 million in Fiscal 2024 to 2,570.07 million in Fiscal 2025 and, increase in foreign currency exposure (USD) of trade receivables from 342.58 million at as March 31, 2024 to 1,088.62 million as at March 31, 2025.

Expense

Total Expense

Our total expenses increased by 95.07% from 1,504.66 million in Fiscal 2024 to 2,935.19 million in Fiscal 2025, due to the factors discussed below.

Cost materials consumed

Our cost of material consumed increased by 125.68% from 553.36 million in Fiscal 2024 to 1,248.84 million in

Fiscal 2025 which was commensurate with the increase in our revenue from operations and change in product mix.

Changes in inventories of finished goods and work in progress

The total change in inventory of finished goods and work in progress moved from (138.55) million in Fiscal 2024 to (436.23) million in Fiscal 2025 which was due to increase in inventory of finished goods from 324.41 million as at March 31, 2024 to 602.06 million as at March 31, 2025 and inventories of work in progress from 165.00 million as at March 31, 2024 to 323.58 million as at March 31, 2025. The increase in inventories of finished goods and work in progress was largely in-line with our increased scale of operations.

Employee benefits expense

Our employee benefits expense increased by 108.84% from 263.47 million in Fiscal 2024 to 550.22 million in Fiscal 2025 primarily due to an increase in salaries, wages and bonus from 233.90 million in Fiscal 2024 to 503.69 million in Fiscal 2025 primarily on account of increase in the number of permanent employees which have increased from 1,092 employees as at March 31, 2024 to 1,527 permanent employees as at March 31, 2025.

Finance Costs

Our finance costs increased by 108.84% from 142.38 million in Fiscal 2024 to 297.34 million in Fiscal 2025 primarily due to an (i) increase in interest expense on term loans from 41.80 million in Fiscal 2024 to 132.03 million in Fiscal 2025 pursuant to increase in term loans (including current maturities) from 1,185.67 million as at March 31, 2024 to 1,512.75 million as at March 31, 2025; (ii) increase in interest expense on working capital loans from 47.17 million in Fiscal 2024 to 107.18 million in Fiscal 2025 pursuant to increase in loans repayable on demands from banks from 952.10 million as at March 31, 2024 to 1,569.14 million as at March 31, 2025 to fund our net working capital requirements which increased from 959.95 million as at March 31, 2024 to 2,655.88 million as at March 31, 2025; and (iii) increase in interest expense on other loans from 16.60 million in Fiscal 2024 to 21.19 million in Fiscal 2025 pursuant to change in loans repayable to others from 167.10 million as at March

31, 2024 to 224.38 million as at March 31, 2025.

Depreciation and amortization expense

Our depreciation and amortization expense increased by 67.59 % from 229.84 million in Fiscal 2024 to 385.19 million in Fiscal 2025 primarily due to an increase in depreciation on property, plant and equipment from 200.06 million in Fiscal 2024 to 338.99 million in Fiscal 2025 on account of net additions to gross block of property, plant and equipment of 549.97 million in Fiscal 2025 which increased the gross block of property, plant and equipment from 2,160.57 million as at March 31, 2024 to 2,710.54 million as at March 31, 2025. The increase in depreciation was higher due to capitalization of our capital expenditure at our Existing Facility 2 which was done during the last 6 months of Fiscal 2024, and thus such assets were available for depreciation for the entire year in Fiscal 2025 as compared to depreciation for only a period of 6 months during Fiscal 2024.

Other expenses

Our expenses increased by 95.93% from 454.16 million in Fiscal 2024 to 889.83 million in Fiscal 2025 primarily due to:

Particulars	Fiscal 2025 (A) (in million)	Fiscal 2024 (B) (in million)	Increase (%) between (B) and (A) (%)	(A) as a % of Total Income during Fiscal 2025	(B) as a % of Total Income during Fiscal 2024	Primary reasons for change
Consumption of stores and spares	275.56	125.95	118.79%	7.88%	6.92%	The increase was largely commensurate with the increase in revenue from sales of products and services.
Consumption of packing material	45.87	17.49	162.26%	1.31%	0.96%	Change in product mix which requires different packing solutions
Job work charges	165.47	82.54	100.47%	4.73%	4.54%	The increase was largely commensurate with the increase in revenue from sales of products and services.
Transportation expenses	36.70	12.30	198.37%	1.05%	0.68%	Increase in sourcing of materials from outside India which increased from 8.04%
Rates and taxes	30.51	7.79	291.66%	0.87%	0.43%	during Fiscal 2024 to 42.21% in Fiscal 2025
Power, fuel and water	81.63	43.77	86.50%	2.33%	2.41%	The increase was largely commensurate with the increase in revenue from sales of products and services.
Freight and forwarding	71.51	31.28	128.61%	2.04%	1.72%	Increase was largely commensurate with increase in revenue from sale of products and services with the increase slightly higher on account of increase in custom clearing, forwarding & freight expenses
Travelling and conveyance	23.67	10.48	125.86%	0.68%	0.58%	Increase in traveling expense (foreign) from 1.36 million in Fiscal 2024 to 11.63 million in Fiscal 2025 on account of travel overseas for business purposes, which was commensurate with increase in our revenue from operations from outside India which increased from 1,300.19 million in Fiscal

 

Particulars	Fiscal 2025 (A) (in million)	Fiscal 2024 (B) (in million)	Increase (%) between (B) and (A) (%)	(A) as a % of Total Income during Fiscal 2025	(B) as a % of Total Income during Fiscal 2024	Primary reasons for change 2024 to 2,570.07 million in
						Fiscal 2025.

Profit before tax

As a result of the factors outlined above, our profit before tax increased by 78.45 % from 314.86 million in Fiscal 2024 to 561.87 million in Fiscal 2025.

Tax expense

Our tax expense decreased by 2.04% from 125.78 million in Fiscal 2024 to 123.22 million in Fiscal 2025 primarily due to change in adjustment of tax related to earlier years from 12.29 million in Fiscal 2024 to 0.77 million in Fiscal 2025 and deferred tax from 12.41 million in Fiscal 2024 to (11.84) million in Fiscal 2025, despite the increase in our current tax from 101.08 million in Fiscal 2024 to 134.29 million in Fiscal 2025.

Profit after tax

As a result of the foregoing, our profit after tax increased by 131.99 % from 189.08 million in Fiscal 2024 to

438.65 million in Fiscal 2025.

FISCAL 2024 COMPARED TO FISCAL 2023 Income

Total Income

Our total income decreased marginally by 0.96% from 1,837.13 million in Fiscal 2023 to 1,819.52 million in

Fiscal 2024, primarily due to decrease in our other income as discussed below.

Revenue from operations

Our revenue from operations increased marginally by 0.48% from 1,773.31 million in Fiscal 2023 to 1,781.80 million in Fiscal 2024, due to (i) increase in job work income from 10.37 million in Fiscal 2023 to 11.29 million in Fiscal 2024; (ii) increase in tooling income from 7.96 million in Fiscal 2023 to 16.22 million in Fiscal 2024; (iii) increase in scrap sales from 84.52 million in Fiscal 2023 to 89.86 million in Fiscal 2024, as offset by (i) decrease in sale of finished goods from 1,632.43 million in Fiscal 2023 to 1,630.80 million in Fiscal 2024; (ii) decrease in export incentives from 38.03 million in Fiscal 2023 to 33.63 million in Fiscal 2024.

Other income

Our other income decreased by 40.90 % from 63.82 million in Fiscal 2023 to 37.72 million in Fiscal 2024, primarily due to a decrease in gain on foreign exchange variation (net) from 63.01 million in Fiscal 2023 to 28.53 million in Fiscal 2024. The decrease in gain was primarily on account of change in foreign exchange rates during the periods which impacted our foreign exchange exposures leading to respective gains.

Expense

Total Expense

Our total expenses increased by 7.67% from 1397.47 million in Fiscal 2023 to 1,504.66 million in Fiscal 2024, due to the reasons discussed below.

Cost materials consumed

Our cost of material consumed decreased by 1.74% from 563.16 million in Fiscal 2023 to 553.36 million in Fiscal

2024 which was primarily in line with change in revenue from operations.

Changes in inventories

The total change in inventories of finished goods and work-in-progress moved from (63.92) million in Fiscal 2023 to (138.56) million in Fiscal 2024 which was due to increase in inventory of finished goods from 222.55 million as at March 31, 2023 to 324.41 million as at March 31, 2024 and inventories of work in progress from 128.31 million as at March 31, 2023 to 165.00 million as at March 31, 2024. The increase in inventories of finished goods and work in progress was largely in anticipation of our increased scale of operations which were reflected in higher revenue from operations during Fiscal 2025.

Employee benefits expense

Our employee benefits expense increased by 10.22% from 239.05 million in Fiscal 2023 to 263.47 million in Fiscal 2024 primarily due to an increase in our salaries, wages and bonus from 212.13 million in Fiscal 2023 to

233.90 million in Fiscal 2024 on account of increase in the number of permanent employees which have increased from 602 permanent employees as at March 31, 2023 to 1,092 permanent employees as at March 31, 2024.

Finance Costs

Our finance costs increased by 52.15 % from 93.58 million in Fiscal 2023 to 142.38 million in Fiscal 2024 primarily due to an (i) increase in interest expense on term loans from 20.85 million in Fiscal 2023 to 41.80 million in Fiscal 2024 pursuant increase in term loans (including current maturities) from 315.36 million as at March 31, 2023 to 1,185.67 million as at March 31, 2024; (ii) increase in interest expense on working capital loans from 19.93 million in Fiscal 2023 to 47.17 million in Fiscal 2024 pursuant to increase in loans repayable on demands from banks from 427.01 million in Fiscal 2023 to 952.10 million in Fiscal 2024 to fund our net working capital requirements which increased from 675.17 million as at March 31, 2023 to 959.95 million as at March 31, 2024; and (iii) decrease in interest expense on other loans from 19.17 million in Fiscal 2023 to 16.60 million in Fiscal 2024 pursuant to change in loans repayable to others from 145.74 million as at March 31, 2023 to 167.10 million as at March 31, 2024.

Depreciation and amortization expense

Our depreciation and amortization expense increased by 39.18% from 165.14 million in Fiscal 2023 to 229.84 million in Fiscal 2024 primarily due to an increase in depreciation on property, plant and equipment from 154.64 million in Fiscal 2023 to 200.06 million in Fiscal 2024 on account of net additions to gross block of property, plant and equipment of 1,472.72 million in Fiscal 2024 which increased the gross block of property, plant and equipment from 687.85 million as at March 31, 2023 to 2,160.57 million as at March 31, 2024. The increase in depreciation was lower as capitalization of our capital expenditure at our Existing Facility 2 which was done during last 6 months of Fiscal 2024 and thus such assets were available for depreciation for only 6 months during Fiscal 2024.

Other expenses

Our expenses increased by 13.41% from 400.46 million in Fiscal 2023 to 454.16 million in Fiscal 2024 primarily due to:

Particulars	Fiscal 2024 (A) (in million)		Fiscal 2023 (B) (in million)	Increase (%) between (B) and (A) (%)	(A) as a % of Total Income during Fiscal 2024	(B) as a % of Total Income during Fiscal 2023	Primary reasons for change
Consumption of stores and spares	125.95		84.22	49.55%	6.92%	4.58%	The increase was higher than the increase in our revenue from operations as our Company invested heavily in tooling required for the development of new products and prototypes.
Particulars		Fiscal 2024 (A) (in million)	Fiscal 2023 (B) (in million)	Increase (%) between (B) and (A) (%)	(A) as a % of Total Income during Fiscal 2024	(B) as a % of Total Income during Fiscal 2023	Primary reasons for change
Job work charges		82.54	73.30	12.61%	4.54%	3.99%	In-line with requirements for the product mix during the period and need for heat treatment and surface treatment.
Transportation expenses		12.30	6.92	77.75%	0.68%	0.38%	Increase in transportation expenses (inward) and transportation expenses (inward) driven by costs associated with shifting machinery and higher number of shipments as compared to Fiscal 2023.
Power, fuel and water		43.77	34.67	26.25%	2.41%	1.89%	Due to the setting up of our Existing Facility 2 during Fiscal 2024.
Legal and Professional expenses		32.33	16.75	93.01%	1.78%	0.91%	Increase in legal and professional expenses from 16.75 million in Fiscal 2023 to 32.33 million in Fiscal 2024 primarily on account of expense of 5.63 million on account of fees paid to RoC for increase in authorised capital, 8.95 million towards the legal and profession fee towards our Subsidiary Omnitech Group, Inc. and business requirements.

Profit before tax

As a result of the factors outlined above, our profit before tax decreased by 28.39 % from 439.66 million in Fiscal 2023 to 314.86 million in Fiscal 2024.

Tax expense

Our tax expense increased by 7.74 % from 116.74 million in Fiscal 2023 to 125.78 million in Fiscal 2024 primarily due to increase in adjustment of tax related to earlier years from 6.83 million in Fiscal 2023 to 12.29 million in Fiscal 2024 and deferred tax from (14.34) million in Fiscal 2023 to 12.41 million in Fiscal 2024, despite the decrease in our current tax from 124.25 million in Fiscal 2023 to 101.08 million in Fiscal 2024.

Profit for the year

As a result of the foregoing, our profit after tax decreased by 41.45 % from 322.92 million in Fiscal 2023 to 189.08 million in Fiscal 2024.

Liquidity and capital resources

As on March 31, 2025, we had a sum of 51.33 million in cash and cash equivalents which comprise cash on hand and balance with banks.

Historically, we have been able to finance the growth of our business primarily through the funds generated from our operations, equity infusion and loans from banks and financial institutions. We believe that, with the internal accruals, loans, and infusion of the Net Proceeds, we will have sufficient capital to meet our anticipated capital requirements for working capital requirements for the 12 months following the date of this Draft Red Herring Prospectus.

CASH FLOWS

The following table sets forth certain information concerning our cash flows for Fiscal 2025, Fiscal 2024 and Fiscal 2023:

( in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Net cash (used in) / generated from operating activities (A)	(689.61)	212.99	393.55
Net cash (used in) / generated from investing activities (B)	(745.17)	(1,448.80)	(462.87)
Net cash (used in) / generated from financing activities (C)	1,463.31	1,240.83	37.06
Net increase/(decrease) in cash and cash equivalents (A+B+C)	28.53	5.02	(32.26)

Net cash (used in) / generated from operating activities

Fiscal 2025

Our net cash flow used in operating activities was 689.61 million in Fiscal 2025. While our profit before tax in Fiscal 2025 was 561.87 million, our operating profit before working capital changes stood at 1,223.21 million in Fiscal 2025 after taking into account the adjustments primarily for depreciation and amortization expenses of 385.19 million, and finance costs of 279.32 million. Working capital adjustments included an increase in (i) trade receivables of 845.75 million, (ii) inventories of 876.95 million, (iii) current financial assets of 31.61 million, (iv) non-current financial assets of 41.49 million, and (v) other assets of 141.29 million, and decrease in (i) trade payables of 42.01 million, (ii) provisions of 10.92 million, (iii) financial liabilities of 19.10 million, and (iv) other liabilities of 66.09 million. This was further adjusted by income tax paid (net of refunds) of 113.85 million.

Fiscal 2024

Our net cash flow generated from operating activities was 212.99 million in Fiscal 2024. While our profit before tax in Fiscal 2024 was 314.86 million, our operating profit before working capital changes stood at 684.27 million in Fiscal 2024 after taking into account the adjustments primarily for depreciation and amortization expense of 229.84 million, and finance costs of 129.26 million. Working capital adjustments included an increase in (i) trade receivables of 100.73 million, (ii) inventories of 377.64 million, (iii) non-current financial assets of 29.59 million, and (iv) other assets of 88.94 million, and increase in (i) trade payables of 209.91 million, (ii) provisions of 6.00 million, (iii) financial liabilities of 21.82 million, and (iv) other liabilities of 3.46 million. This was further adjusted by income tax paid (net of refunds) of 115.57 million.

Fiscal 2023

Our net cash flow generated from operating activities was 393.55 million in Fiscal 2023. While our profit before tax in Fiscal 2023 was 439.66 million, our operating profit before working capital changes stood at 701.31 million in Fiscal 2023 after taking into account the adjustments primarily for depreciation and amortization expense of 165.14 million, and finance costs of 87.63 million. Working capital adjustments included an increase in (i) trade receivables of 12.80 million, (ii) inventories of 119.32 million, (iii) non-current financial assets of 4.52 million, and (iv) provisions of 4.38 million; and decrease in (i) other assets of 28.36 million, (ii) trade payables of 109.07 million, (iii) financial liabilities of 1.96 million, and (iv) other liabilities of 34.49 million. This was further adjusted by income tax paid (net of refunds) of 131.24 million.

Net cash flow (used in) / generated from investing activities

Fiscal 2025

Our net cash flow used in investing activities in Fiscal 2025 was 745.17 million which comprised payment of

747.84 million towards purchase of property, plant and equipment, capital work in progress and intangible assets including capital advances, which was partially offset by interest received of 2.67 million.

Fiscal 2024

Our net cash flow used in investing activities in Fiscal 2024 was 1,448.80 million which comprised payment of

1,430.43 million towards purchase of property, plant and equipment, capital work in progress and intangible assets including capital advances, and investments in mutual funds of 22.00 million which was partially offset by proceeds from sale of property, plant & equipment of 2.24 million and interest received of 1.39 million.

Fiscal 2023

Our net cash flow used in investing activities in Fiscal 2023 was 462.87 million which primarily comprised payment of 463.42 million towards purchase of property, plant and equipment, capital work in progress and intangible assets including capital advances which was partially offset by interest received of 0.55 million.

Net cash flow (used in) / generated from financing activities

Fiscal 2025

Our net cash flow generated from financing activities in Fiscal 2025 was 1,463.31 million which comprised proceeds of 818.38 million from issue of equity shares, proceeds of borrowings of 3,050.44 million which was partially offset by repayment of borrowings of 2,049.01 million, finance cost paid of 279.32 million and repayment of principal portion of lease liabilities of 77.18 million.

Fiscal 2024

Our net cash flow generated from financing activities in Fiscal 2024 was 1,240.83 million which comprised proceeds from borrowings of 2,600.29 million which was partially offset by repayment of borrowings of 1,183.57 million, finance cost paid of 129.26 million and repayment of principal portion of lease liabilities of 46.63 million.

Fiscal 2023

Our net cash flow generated from financing activities in Fiscal 2023 was 37.06 million which comprised proceeds from borrowings of 1,129.55 million which was partially offset by repayment of borrowings of 986.88 million, finance cost paid of 87.63 million and repayment of principal portion of lease liabilities of 17.98 million.

Net Working Capital Requirements

The key components of our working capital requirement and our net working capital requirements for Fiscal 2025, 2024 and 2023 respectively are set out in the table below:

Particulars	Fiscal 2025			Fiscal 2024			Fiscal 2023
	Amount ( million)	As number of days of revenue from operations*		Amount ( million)	As number of days of revenue from operations*		Amount ( million)	As number of days of revenue from operations*
Inventories (I)	1,791.42	191		914.47	187		536.83	111
Trade Receivables (II)	1,280.65	136		434.90	89		334.17	69
Other Financial and current assets (excluding cash and cash equivalents and current investments)	278.49	30		111.19	23		49.46	10
(III)
Trade payables (IV )	344.74	37		302.73	62		100.09	21
Other financial and current liabilities (excluding current borrowings) (V)	349.94	37		197.88	41		145.20	30
Net Working	2,655.88	283		959.95	197		675.17	139
Capital** (VI = I + II
+ III IV V)

*Computed as the particulars for the year divided by daily revenue from operations for respective year wherein the daily revenue from operations for respective year is computed as revenue from operations for the respective year multiplied by 365.

**Net Working Capital is computed as net current assets less net current liabilities, where net current assets represent total current assets excluding investments and cash & cash equivalents, and net current liabilities represent total current liabilities excluding current borrowings.

Reasons for working capital fluctuations for last 3 Fiscals

Our working capital requirements have increased from 675.17 million representing 139 days of our revenue from operations in Fiscal 2023 to 2,655.88 million representing 283 days or our revenue from operations in Fiscal 2025.

Over the last 3 Fiscals our inventory levels have varied between 110 days and 191 days of our revenue from operations. Some of our materials especially certain grade of steels we process have long lead times and a supplier expectation of a minimum order quantity which requires us to carry inventory of such materials for extended periods. Further, we also carry high inventory levels in anticipation of business requirements, upcoming capacity expansions and movement in material prices.

Our trade receivables indicate the credit terms that we offer to our customers and over the last 3 Fiscals has varied between 69 days and 136 days of our revenue from operations. Our receivables as at end of any Fiscal is dependent on the period of despatch and in situations where we have higher deliveries during end of the Fiscal, our trade receivables at end of the Fiscal as number of days of revenue from operations tend to be higher.

Our other financial and current assets (excluding cash and cash equivalents and current investments) primarily include loans, prepaid expenses, advances to suppliers, export entitlement receivable, advance to employees, balance with government authorities, other current assets and unadjusted expenses towards initial public offer which over the last 3 Fiscals has varied between 10 days and 30 days of our restated revenue from operations.

This is partially offset by the credit we receive from our suppliers and our other financial and current liabilities (excluding current borrowings). Over the last 3 Fiscals, our trade payables have varied between 21 days and 37 days of our revenue from operations. Our other financial and current liabilities primarily include lease liabilities, employee dues payable, short-term provisions, advances from customers, statutory dues and current tax liabilities (net) and have varied between 30 days to 37 days of our revenue from operations in the last 3 Fiscals.

FINANCIAL INDEBTEDNESS

As on April 30, 2025, we had total outstanding borrowing aggregating 3,164.40 million comprising fund-based borrowings aggregating 2,939.63 million and unsecured borrowing aggregating 224.77 million. For further details of our indebtedness, see ‘Financial Indebtedness on page 369.

CAPITAL EXPENDITURE

Set out below are the details of the capital expenditure incurred by us in Fiscal 2025, Fiscal 2024 and Fiscal 2023:

			(in million)
Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Capital expenditure	747.84	1,430.43	463.42

CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

Set out below are the details of our contingent liabilities and commitments as at March 31, 2025, March 31, 2024 and March 31, 2023:

			(in million)
Particulars		As at
	March 31, 2025	March 31, 2024	March 31, 2023
Contingent Liabilities
Claims against the Company not
acknowledged as debts

 

Particulars		As at
	March 31, 2025	March 31, 2024	March 31, 2023
- Disputed demand of Goods & Services	2.04	2.04	-
Tax
Commitments
Estimated amount of contracts	235.75	238.96	155.52
remaining to be executed on capital
account and not provided for

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Related Party Transactions

We have engaged in the past, and may engage in the future, in transactions with related parties, including with our

Subsidiaries, Directors, and Key Managerial Personnel on an arms length basis, in compliance with applicable law.

For further details of our related party transactions, please see ‘Restated Consolidated Financial Statements - Note 33 - Restated Statement of Related Party Disclosures on page 357.

Summary of reservations or qualifications or matters of emphasis or adverse remarks of auditors

Our Restated Consolidated Financial Statements do not contain any qualifications or reservations. Please see the Examination Report dated June 18, 2025 on Restated Consolidated Financial Statements issued by our Statutory Auditors, M/s Dhirubhai Shah & Co. LLP, on page 320.

Change in accounting policies

Other than as disclosed in the Restated Consolidated Financial Statements, there have been no changes in accounting policies in the last three Fiscals.

Quantitative and Qualitative Disclosures about Market Risk

Our principal financial liabilities comprise of loans and borrowings, lease liabilities and trade payables, security deposits received etc. Our financial assets include trade receivables, investment and cash and cash equivalents, etc that we derive directly from our operations. We are exposed to a variety of risks such as market risk and credit risk. Our Board is responsible for overall risk management approach and for approving the risk strategies and principles. Our Board and agrees policies for managing each risk, which are summarised as below:

Market Risk

Market risk refers to the possibility that changes in the market rates may have impact on our profits or the value of its holding of financial instruments. We are exposed to market risks on account of change in foreign exchange rates and interest rates.

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. Our exposure to the risk of changes in market interest rates relates primarily to our long term debt obligations with floating interest rates. We manage the interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Foreign currency risk

Our foreign currency risk arises from our foreign operations and foreign currency transactions. The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than our functional currency. Since a major part of our revenue is in foreign currency and major part of the costs are in Indian Rupees, any movement in currency rates would have impact on our performance. Consequently, the overall objective of the foreign currency risk management is to minimise the short term currency impact on its revenue and cash-flow in order to improve the predictability of the financial performance. The major foreign currency exposures for us are denominated in USD & EURO. Additionally, there are transactions which are entered into in other currencies and are not significant in relation to the total volume of the foreign currency exposures.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from its operating activities including investments, trade receivables and deposits with banks.

Trade receivables

All trade receivables are subject to credit risk exposure. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country, in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through established policies, controls relating to credit approvals and procedures for continuously monitoring the creditworthiness of customers to which we grants credit terms in the normal course of business. We use expected credit loss (ECL) model for assessing the impairment loss. For the purpose, we use a provision matrix to compute the expected credit loss amount. The provision matrix takes into account external and internal risk factors and historical data of credit losses.

Investments and Deposits with banks

With respect to investments, we limits our exposure to credit risk by investing in liquid securities with counter parties depending on their composite performance rankings (CPR) published by credit rating agencies. Bank deposits are placed with banks with high credit rating. Our investment policy lays down guidelines with respect to exposure per counterparty, credit rating, processes in terms of control and continuous monitoring. We therefore considers credit risks on such investments to be negligible.

Liquidity Risk

Liquidity risk refers to the risk that we cash or another financial asset. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. We generate cash flows from operations to meet its financial obligations, maintains adequate liquid assets in the form of cash and cash equivalents and has undrawn short term line of credits from banks to ensure necessary liquidity.

Capital Management

For the purpose of our capital management, capital includes issued equity capital, securities premium and all other equity, securities premium and reserves attributable to the equity holders. The primary objective of our capital management is to maximise the shareholder value. We manage our capital structure and make adjustments in light of changes in economic conditions and the requirements of the financial covenants. We monitor capital using a gearing ratio, which is net debt divided by total capital plus net debt. We include within net debt, interest bearing loans and borrowings, less cash and cash equivalents and other bank balances.

Competitive Conditions

We operate in a competitive environment. For further information, please see ‘Risk Factors, ‘Industry Overview,

‘Our Business - Competition on pages 33, 172, and 273, respectively.

Seasonality / Cyclicality of business

Our Companys business is not subject to seasonal changes.

Unusual or infrequent events or transaction

Except as set out in this Draft Red Herring Prospectus, there have been, to our knowledge, 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.

Segment Reporting

We do not follow any segment reporting.

Extent to which material increases in net sales or revenue are due to increased sales volume, and increased sales prices

Except as set out in this chapter above, our net sales or revenue are not dependent on sales volume and sale price.

Total turnover of each major industry segment in which our Company operated

Our revenue from operations are derived from sale of high precision engineered components and assemblies, and we do not follow segment reporting. Set out below is our revenue from sale of products and services from our end-user industries during Fiscal 2025, Fiscal 2024 and Fiscal 2024:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue contribution from sale of products and services (in million)	As a % of revenue from sale of products and services	Revenue contribution from sale of products and services (in million)	As a % of revenue from sale of products and services	Revenue contribution from sale of products and services (in million)	As a % of revenue from sale of products and services
Energy	1,356.29	42.35%	500.42	30.18%	442.13	26.78%
Motion Control and
	1,143.75	35.71%	686.34	41.39%	711.47	43.10%
Automation
Industrial
	644.30	20.12%	444.29	26.79%	468.06	28.35%
Equipment Systems
Others*	58.52	1.82%	27.26	1.64%	29.10	1.77%
Total	3,202.86	100.00%	1,658.31	100.00%	1,650.76	100.00%

Total excludes export incentive and scrap value aggregating 122.55 million during Fiscal 2023, 123.49 million during Fiscal 2024 and 226.27 million during Fiscal 2025. *‘Others includes end-user industries which are not classified into any of the industries mentioned above such as metal forming and other diversified industrial applications. Note: Industry classification is based on information available with us and our understanding of the principal business of our customers.

Significant dependence on a single or few suppliers or customers

While our customers may vary annually, we generate significant revenue from our top 10 customers every year. Consequently, our business and financial condition in any given financial year is reliant on our top 10 customers. Our revenue from operations from our top 3 customers, top 5 customers and top 10 customers during Fiscal 2025, Fiscal 2024 and Fiscal 2023 are set out below:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue contribution (in million)	As a % of revenue from sale of products and service	Revenue contribution (in million)	As a % of revenue from sale of products and service	Revenue contribution (in million)	As a % of revenue from sale of products and service
Top 3 customers	763.91	23.85%	508.54	30.67%	630.38	38.19%
Top 5 customers	1,016.91	31.75%	701.76	42.32%	821.97	49.79%
Top 10
	1,533.24	47.87%	1,015.98	61.27%	1,137.12	68.88%
customers

Also, see ‘Risk Factors - We generate significant revenue from our top 10 customers, and in Fiscals 2025, 2024 and 2023, our revenue from top 10 customers were 47.87%, 61.27% and 68.88%, respectively, of our revenue from sale of products and services. The loss of such customers or a significant reduction in our revenue from such customers will have a material adverse impact on our business on page 33.

We do not enter into long term contracts or other arrangements with the suppliers of our materials and rely on purchase orders which are placed as required. Set out below is the cost of materials procured from our top 3 suppliers, top 5 suppliers and top 10 suppliers during Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount (in million)	As a % of purchase of	Amount (in million)	As a % of purchase of	Amount (in million)	As a % of purchase of
		materials		materials		materials
Top 3 suppliers	556.38	34.88%	132.28	19.74%	114.41	20.36%
Top 5 suppliers	667.43	41.85%	181.90	27.14%	169.04	30.09%
Top 10 suppliers	837.06	52.48%	290.31	43.32%	262.57	46.74%

Also, see ‘Risk Factors - We rely on limited number of suppliers for our material requirements which constitutes a significant part of our total expenses. Any increase in the prices, availability and quality of materials or loss of these suppliers could adversely affect our reputation, business, results from operations, financial conditions and cash flows on page 40.

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

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in this chapter. For further details see ‘Risk Factors and ‘Industry Overview, on pages 33 and 172, respectively.

Known trends or uncertainties

Our business has been, and we expect will continue to be, subject to significant economic changes arising from the trends identified above under ‘Principal Factors Affecting our Financial Condition and Results of Operations and the uncertainties described in the section ‘Risk Factors on page 33. To our knowledge, except as has been described in this Draft Red Herring Prospectus, there are no known trends or uncertainties, that have or had or are expected to have a material adverse impact on our revenue from continuing operations.

Future relationships between costs and revenue

Other than as described in ‘Risk Factors, ‘Our Business and ‘Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 33, 239 and 373, respectively, to our knowledge, there are no known factors that may have a material adverse impact on our business, results of operations and financial condition.

New services or business segments

Except as disclosed in this Draft Red Herring Prospectus, we have not announced and do not expect to announce any new services or business segments in the near future.

Significant developments after March 31, 2025 that may affect our results of operations

Except as disclosed in this Draft Red Herring Prospectus, there are, to our knowledge, no significant developments after the date of the last financial statements contained in this Draft Red Herring Prospectus which materially and adversely affects, or is likely to affect, our operations or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months.