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Orient Cables India Ltd Management Discussions

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Oct 8, 2026|03:58:47 PM

Orient Cables India Ltd Share Price Management Discussions

Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read "Forward-Looking Statements" beginning on page 28 for a discussion of the risks and uncertainties related to those statements along with "Risk Factors ", "Industry Overview ", "Restated Financial Information " and "Managements Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 30, 136, 267 and 334, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.

Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based on or derivedfrom our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see "Restated Financial Information " beginning on page 267. Please also refer to "Definitions and Abbreviations" on page 1 for certain terms used in this section. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBIICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see "Risk Factors - Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS which may affect investors assessments of our Companys financial condition " on page 65.

Unless the context otherwise requires, in this section, references to "we", "us", "our" "our Company" or "the Company" refers to Orient Cables (India) Limited.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Wires and cables industry report" dated July 9, 2025 (the "ILattice Report", and the date of the 1 Lattice Report, the "Report Date") which is exclusively prepared for the purpose of the Offer and issued by Lattice Technologies Private Limited ("ILattice") and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. 1Lattice was appointed pursuant to an engagement letter entered into with our Company dated November 4, 2024. 1Lattice is not related to our Company. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Further, the 1Lattice Report was prepared on the basis of information as of specific dates and opinions in the 1Lattice Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. 1Lattice has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the 1Lattice Report based on the information obtained by it from sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derivedfrom the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the 1Lattice Report will be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the 1Lattice Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the 1Lattice Report. The views expressed in the 1Lattice Report are that of 1Lattice. For more information and risks in relation to commissioned reports, see "Risk Factors - Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks " on page 56. Also see, "Certain Conventions, Presentation of Financial, Industry and Market Data - Industry and Market Data " on page 26.

OVERVIEW

We are a manufacturing company with a primary focus on networking cables and passive networking equipment, operating for nearly two decades and catering to high-growth industries including broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotive. For details in relation to the overview of our business, please see "Our Business" beginning on page 193.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in "Our Business" and "RiskFactors", beginning on pages 193 and 30. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

Sustained demand amid macro-economic conditions and competitive landscape

Our products cater to high-growth industries such as broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotive. Our results of operations are influenced by various industry- specific and macroeconomic factors impacting the industries we serve, including overall demand trends, raw material price fluctuations, changes in trade policies, interest rates, and currency exchange rates. Broader economic conditions, such as inflation, infrastructure investment, and industrial growth also play a role in shaping customer spending patterns and project timelines. Additionally, regulatory developments and shifts in technology or market preferences may affect product demand, input costs, or competitive dynamics, thereby impacting our financial performance.

We expect continued growth in demand for networking cables and related solutions, driven by increasing investments in digital infrastructure, broadband expansion, smart building technologies, and data center proliferation. The demand for our products is directly tied to the demand for the products of our customers and the growth of the sectors in which they operate.

As per 1Lattice Report, the global broadband cables market is projected to increase at a CAGR of approximately 10.5% from approximately US $ 26.3 billion in calendar year 2024 to US $ 43.4 billion by calendar year 2029. Of this, the networking cables market was valued at approximately US$ 15.2 billion in calendar year 2024, accounting for approximately 58.0% of the global broadband cables market and is projected to grow to approximately US$ 23.8 billion in calendar year 2029 at a CAGR of approximately 9.3%. The growth drivers are the increasing demand for high-speed internet connectivity across both residential and commercial segments, advancements in network infrastructure, and the rollout of fibre-optics technologies. (Source: lLattice Report) Fibre-optic cables market was valued at approximately US$ 11.1 billion in calendar year 2024, accounting for approximately 42.0% of the global broadband cables market. It is projected to grow to approximately US$ 19.6 billion in calendar year 2029 at a CAGR of approximately 12.1%. (Source: lLattice Report)

Indias broadband sector is experiencing significant growth, driven by rising data consumption and infrastructure investments. Government initiatives like BharatNet and the National Broadband Mission are expanding connectivity, particularly in rural areas, fostering economic growth and digital inclusion. (Source: lLattice Report) The shift toward premium broadband services, including fibre-to-the-home connections, is also fuelling growth. Consumers demand for faster speed and higher data limits is prompting telecom companies to upgrade their networks. (Source: lLattice Report) Affordable pricing and flexible plans further make broadband an appealing option, while government support continues to drive expansion, especially in rural and remote regions. (Source: lLattice Report)

The broadband market in India, (with the fixed broadband market) having significant untapped potential is projected to grow at CAGR of 16.8% between Fiscal 2025 - 2030 from approximately Rs 118.4 billion in Fiscal 2024 to Rs 257.2 billion by Fiscal 2030.

This key growth drivers for the industry are:

Broadband market penetration: According to the 1Lattice Report, the penetration level of India in the fixed broadband industry has remained notably lower at less than 5%, as of calendar year 2023, lagging behind developed countries such as France (approximately 49%), Germany (approximately 46%), Canada (approximately 43%), the United Kingdom (approximately 41%), and the United States (approximately 38%). Even when compared to emerging economies like China (approximately 45%), Russia (approximately 25%), and Brazil (approximately 23%), Indias penetration level remained notably lower. Recently, the number of fixed broadband subscribers in India has increased from approximately 18.4 million in Fiscal 2019 to approximately 40.1 million in Fiscal 2024, registering a CAGR of approximately 16.9%. This number is projected to grow further to approximately 96-108 million subscribers by Fiscal 2030, reflecting a CAGR of approximately 19% to 22%. This expansion highlights the growing demand for reliable, high-speed internet connectivity across the country, driven by rising digital adoption, government-led initiatives, and the continued development of broadband infrastructure. Given the low fixed broadband penetration in India, there remains significant headroom for growth in digital infrastructure for companies including ours. This creates a strong demand outlook for supporting components such as networking cables and optical fibre.

5G and Fixed Wireless Access (FWA): According to the 1Lattice Report, innovative solutions like AirFiber 5G are addressing last-mile connectivity challenges, enabling faster deployment and reducing lead times compared to traditional fixed-line installations. FWA is accelerating the rollout of fixed broadband, particularly in underserved areas. According to the 1Lattice Report, 5G is revolutionising connectivity and transforming industries and is resulting in a faster rollout than fibre due to reduced physical cabling and is filling the demand gap in areas with poor fibre access.

Growth in Indian data centre market: Indias data centre power capacity stood at approximately 0.3 GW in Fiscal 2019 and increased to approximately 1.3 GW in Fiscal 2025, reflecting a CAGR of approximately 28.1% during this period. This capacity is expected to further expand to approximately 4.7-5.7 GW by Fiscal 2030, indicating a robust CAGR of approximately 30.1% to approximately 35.1% over Fiscal 2025-2030.

Given the significant growth potential in the networking cables and fixed broadband market, our results of operations are clo sely tied to the continued expansion of broadband penetration and growth in the networking cables market, the adoption of technologies like 5G and Fixed Wireless Access and the sustained growth in the data centre sector. Any slowdown in these underlying industry trends or delays in infrastructure rollout could materially impact the demand for our products.

According to the 1Lattice Report, in India, fibre-optic cables have become the key enabler of the digital ecosystem. The fibre- optic cables market is at approximately Rs 89.2 billion as of Fiscal 2025 and is projected to increase at a CAGR of approximately 15.8% from Fiscal 2024 - 2029 to reach approximately Rs185.5 billion by Fiscal 2030. According to the lLattice Report, the government has undertaken several key initiatives to drive the growth of fibre-optic cables in India, aiming to enhance broadband connectivity and support the nations digital transformation. Programs like BharatNet, Make in India, and the National Broadband Mission are pivotal in strengthening the fibre-optic infrastructure

Our market is highly competitive, with several domestic and international players offering networking and optical fib re solutions. This competitive environment can influence pricing and margins, particularly in the case of large contracts. However, we believe our technical expertise, ability to offer customized products, and established industry relationships provide us with meaningful competitive advantages. While market dynamics may evolve, such as the entry of new players or changes in supply levels, we remain focused on delivering quality products and responsive service to meet customer requirements. Our continued emphasis on innovation, efficiency, and customer engagement positions us well to compete effectively and adapt to changing market conditions.

Ability to maintain existing customers and to grow customer base

A significant portion of our revenue is derived from our key customers. The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue from contracts with customers of our largest customer and our top 10 customers, for Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue contribution (in Rs million) As a percentage of revenue from operations (%) Revenue contribution (in Rs million) As a percentage of revenue from operations (%) Revenue contribution (in Rs million) As a percentage of revenue from operations (%)
Largest customer 2,416.18 29.29% 2,536.90 38.57% 2,070.85 38.09%
Top 10 customers 6,166.60 74.75% 4,720.40 71.76% 3,813.06 70.13%

* While more than 50% of our revenue from operations originates from our top 10 customers, names of the customers have not been included in the above table as consents for disclosure of certain customer names were not available. Further, since this information is commercially sensitive to our business, we are unable to disclose the names of our top 10 customers.

A significant portion of our revenue is derived from our top 10 customers, reflecting the strength of our business relationships and the trust placed in us by key industry players. We focus on providing customised products to our customers while building strategic relationships. Over the past two decades, we have built enduring relationships with customers across the industries we serve. These relationships have been shaped by our ability to meet quality and technical standards, deliver products on time, and offer cost-effective solutions. While we are continuously working towards diversifying and growing our customer base, we anticipate continued reliance on these major customers in the foreseeable future, which enables better demand forecasting and operational efficiency. Any inability to retain these customers or secure commercially viable terms could negatively affect our business, financial condition, and results of operations. Our ability to anticipate changes in technology and regulatory standards, understand industry trends and requirements, changes in customer preferences and to successfully develop and introduce new and enhanced products to address unidentified needs among our current and potential customers in a timely manner, is a significant factor in our ability to remain competitive. Our consistent performance has helped us deepen engagement with existing clients while also enabling us to onboard new customers in a sector characterized by high entry barriers. While the customer concentration enhances our ability to build strategic relationships and provide wide range of customised products to meet their specific requirements, it may also increase our exposure to demand fluctuations.

We service our customers with our diversified portfolio across networking cables, optical fibre cables, specialty power cables, and allied passive networking epuipments, many of which are customized to meet specific customer requirements. This product breadth enables us to serve a wide variety of end-use applications while reducing reliance on any single product line. Our ability to tailor cable design—including raw materials, dimensions, performance specifications, and application-focused features has helped us deepen customer engagement and support complex infrastructure needs. In 2024, we expanded into allied products such as Keystone Jacks, Power Strips and Power Cords to strengthen our position as a one-stop shop for passive networking solutions. These diversification efforts not only improve margin potential but also allow us to cross-sell across product categories and customer segments. We believe this strategy supports long-term resilience and enhances our value proposition in a dynamic market.

Our sales are primarily governed by purchase orders specifying prices and delivery schedules, cancellations, reductions, or delays in these orders or failure of anticipated orders to materialize could result in inventory build-up and margin pressure.

Expansions and optimisation of manufacturing capabilities

Our results of operations are directly affected by our sales volume, which in turn is a function of several factors, including our manufacturing capacity and market demand. We have two manufacturing facilities at Bhiwadi, Rajasthan for manufacturing networking cables, specialty power cables, optical fibre cables and other allied products with a combined installed capacity of 794,976 kms of cables and 5,040,000 pieces of keystone jacks as of March 31, 2025. In Fiscal 2025, we undertook capacity expansion initiatives to enhance our output and support growing demand. Specifically, installed capacities for cables increased by 47.31% from 539,661 kms as of March 31, 2024 to 794,976 kms as of March 31, 2025. We also diversified our manufacturing portfolio by commencing production of allied products, including keystone jacks, which are integral to our goal of becoming a one-stop shop for passive networking infrastructure. These expansions are part of our ongoing strategy to improve scale, product mix, and operating leverage across our facilities. As of Fiscal 2025, due to our efficient use of capital and high-capacity utilisation according to the 1Lattice Report, we have the highest ROE (34.58% and 37.26%) and ROCE (36.46% and 41.13%) in Fiscal 2025 and Fiscal 2024, respectively along with lowest net working capital days amongst our peers* at 27 days in Fiscal 2025. (Source: lLattice Report).

*Peers considered include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount Communications Limited, Havells India Limited and Belden India Private Limited.

We have adopted various measures targeted at improving our operational efficiency and margins. As part of our ongoing efforts to support manufacturing expansion and optimise operations, we place strong emphasis on workforce training and development. By equipping our employees with the necessary technical and regulatory knowledge, we aim to sustain high performance across our expanded manufacturing footprint and maintain consistent product quality as we scale. We have further focused on backward integration and adoption of technology to improve our productivity.

These initiatives have significantly reduced wastage, improved response times, increased customer satisfaction, and helped minimize scrap and dead inventory. These initiatives, coupled with data-driven inventory and procurement management, have contributed to improved capacity utilisation, better fixed cost absorption, and enhanced responsiveness to market demand. As a result, our EBITDA margin has improved from 7.97% in Fiscal 2023 to 10.17% in Fiscal 2025.

In line with this approach, we plan our production based on current customer demand to ensure production and delivery schedules are met, to maintain production volumes at levels that ensure cost efficiency and avoid overproduction and to reduce potential write-offs. We typically maintain two to three weeks of inventory for all our primary raw materials. Any changes in our manufacturing capacity, along with our rate of utilization of such capacity, will affect the volume of products we are ab le to sell which may cause disruptions in production which, in turn, affects our revenue from sales and has a significant impact on our results of operations.

Delays in the capacity adjustment process following a significant decrease in demand, or conversely a greater than expected increase of competitors investments in additional capacity, might lead to overcapacity and a reduction in our utilization. T his in turn may cause reduced sales volumes and/or a decrease in prices, which would have a negative impact on our business, financial condition and results of operations.

Cost and availability of raw materials

Our cost of materials consumed constitutes a significant component of our operating expenses. For Fiscals 2025, 2024 and 2023, our cost of materials consumed was Rs 6,559.02 million, Rs5,244.30 million and ^4,119.37 million, constituting 79.51%, 79.73% and 75.77% of our revenue from operations, respectively.

Our cost of materials consumed are generally driven by our manufacturing volumes, specifications of products manufactured, mix of raw materials used while manufacturing our products, the prices of raw materials and manufacturing efficiency. We undertake procurement of raw materials from both domestic and international sources based on factors including but not limited to quality, pricing and market availability. Our primary raw materials are copper, PVC Compounds, HDPE and masterbatch. As commodity metals, the price of copper is linked to the prices on the London Metal Exchange and the price of PVC Compounds is linked to crude oil prices. For raw materials, in the past, we have experienced volatility in the commodity prices or crude oil prices. However we have been able to pass on the cost increases to our customers. There can be no assurance that we will be able to continue doing so in the future.

Our Manufacturing Facilities are strategically located in proximity to our key suppliers. This geographic advantage enables timely and cost-effective procurement, reduces logistics and inventory holding costs, and helps us maintain uninterrupted production schedules. Being close to our supplier base also allows for greater coordination and responsiveness in managing material requirements, particularly in periods of price volatility or supply chain disruptions.

While we enter into annual agreements with certain raw material suppliers, we have not entered into long-term contracts with our raw material suppliers and our procurements and supplies are by way of purchase orders which govern the commercial terms, including but not limited to the minimum product standards, quantity and price. The table below sets outs the raw materials which we have obtained from our top three suppliers, top five suppliers and top 10 suppliers together with such supply as a percentage of our total raw materials sourced in Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Raw materials procured (in Rs millions) As a % of total raw materials sourced Raw materials procured (in Rs millions) As a % of total raw materials sourced Raw materials procured (in Rs millions) As a % of total raw materials sourced
Top 3 suppliers 3,914.64 56.15% 3,290.21 60.69% 2,195.20 48.72%
Top 5 suppliers 4,692.11 67.30% 3,615.22 66.98% 2,850.24 63.26%
Top 10 suppliers 5,432.88 77.93% 4,096.57 75.57% 3,339.98 74.13%

* While more than 50% of our raw materials originate from our top 10 suppliers, names of the suppliers have not been included in the above table as consents for disclosure of certain supplier names were not available. Further, since this information is commercially sensitive to our business, we are unable to disclose the names of our top 10 suppliers.

Our ability to procure our raw materials in a timely manner is dependent on our relationship with our top 10 suppliers.

We follow a back-to-back ordering model, where procurement is aligned closely with customer orders, specifically for our key raw material, copper, allowing us to align the procurement cost with the prevailing market prices for our customers. This further helps mitigate exposure to commodity price fluctuations by minimizing holding periods for raw materials and finished goods.

SIGNIFICANT ACCOUNTING POLICIES

Set forth below is a summary of our most significant accounting policies adopted in preparation of the Restated Financial Information.

1. CORPORATE INFORMATION

Orient Cables (India) Limited (Formerly known as Orient Cables (India) Private Limited) ‘the Company is a public limited company domiciled and incorporated in India under the provisions of the Companies Act, (‘the Act) applicable in India. The registered office of the Company is located at Second floor, House No. 8, Block D, Ashok Vihar Phase- 1 New Delhi 110052, Established on September 15, 2005.

The Company is engaged in manufacturing and sale of cables (including Networking Cables, Power Cables, Optical Fiber Cables, etc.) and allied products.

Pursuant to resolution passed by the Members in the Extraordinary General Meeting dated November 25, 2024 and as approved by Registrar of the Company w.e.f. December 13, 2024 the Company has been converted from Private Limited Company into a Public Limited Company including adoption of new Memorandum of Association and new Articles of Association as applicable to Public Company in place of existing Memorandum of Association and Articles of Association of the Company.

2. RECENT PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

3. BASIS OF PREPARATION OF RESTATED FINANCIAL INFORMATION

3.1. Basis of Preparation

The restated statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated information of profit and loss (including other comprehensive income), the restated information of changes in equity and the restated information of cash flows for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and restated other financial information (together referred as ‘Restated Financial Information) has been prepared under Indian Accounting Standards (‘Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act, to the extent applicable.

The Restated Financial Information has been prepared by the management in connection with the proposed listing of equity shares of the Company by way of Initial Public Offering ("IPO"), to be filed by the Company with the Securities and Exchange Board of India, Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi ("RoC") and the concerned Stock Exchange in accordance with the requirements of:

(i) Section 26 of part I of Chapter III of the Companies Act, 2013, as amended ("the Act");

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("the SEBI ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI) from time to time;

(iii) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (‘ICAI)

The accounting policies, as set out in the following paragraphs of this note, have been consistently applied, by the Company, to all the periods presented in the said Financial Statements.

The preparation of the said Financial Statements requires the use of certain critical accounting estimates and judgements. It also requires the management to exercise judgement in the process of applying the Companys accounting policies. The areas where estimates are significant to the Financial Statements, or areas involving a higher degree of judgement or complexity, are disclosed in Note no. 39.

The Financial Statements are based on the classification provisions contained in Ind AS 1, ‘Presentation of Financial Statements and division II of schedule III of the Companies Act 2013.

Further, for the purpose of clarity, various items are aggregated in the statement of profit and loss and balance sheet. Nonetheless, these items are dis-aggregated separately in the notes to the Financial Statements, where applicable or required. All the amounts included in the Financial Statements have been rounded off to the nearest Lakhs upto two decimals, as required by General Instructions for preparation of Financial Statements in Division II of Schedule III to the Companies Act, 2013, except per share data and unless stated otherwise.

The Restated Financial Information of the Company have been prepared to comply in all material respects with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended, presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements and other relevant provisions of the Act.

The Restated Financial Information have been compiled by the Management from:

A. The audited Ind AS Financial Information of the Company as at and for the year ended March 31, 2025 and March 31, 2024 ("Audited Financial Statements" )prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on June 12, 2025 and September 26, 2024 respectively.

B. The audited special purpose Ind AS Financial Information of the Company as at and for the year ended March 31, 2023 ("2023 Special Purpose Ind AS Financial Statements") prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on June 12, 2025.

For the purpose of the 2023 Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023, the transition date is considered as April 01, 2021 which is different from the transition date adopted by the Company at the time of first time transition to Ind AS ( i.e. April 01, 2022) for the purpose of Statutory Ind AS Financial Statements as required under Companies Act, 2013 , as amended. Accordingly, the Company has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as on April 01, 2021 for these 2023 Special Purpose Ind AS Financial Statements, as initially adopted on transition date i.e. April 01, 2022.

As such, the financial statements for the year ended March 31, 2023 are 2023 Special Purpose Ind AS Financial Statements of the Company prepared considering the accounting principles stated in Ind AS, as adopted by the Company and described in subsequent paragraphs. These Special Purpose Ind AS Financial Statements have been prepared for preparation of Restated Financial Information for inclusion in Draft Red Herring Prospectus (the "DRHP") in relation to the proposed listing of equity shares of the Company by way of IPO, to be filed by the Company with the Securities and Exchange Board of India, and the concerned Stock Exchanges.

As such, these 2023 Special Purpose Ind AS Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as amended. Further, since the statutory date of transition to Ind AS is April 01, 2022, and these Special Purpose Ind AS Financial Statements have been prepared considering a transition date April 01, 2021, the closing balances of items included in the Balance Sheet as at March 31, 2023 may be different from the balances considered on the statutory date of transition to Ind AS on April 01, 2022, due to such early application of Ind AS principles with effect from April 01, 2021 as compared to the date of statutory transition.

The Restated Financial Information has been compiled by the Company from the Audited Financial Statements and Special Purpose Ind AS Financial Information of the Company and:

a. have been made after incorporating adjustments for the changes in accounting policies, if any, retrospectively irrespective financial years to reflect the same accounting treatment as per changed accounting policies for all the reporting periods;

b. have been made after incorporating adjustments for the material amounts in the respective financial years to which they relate;

c. Other remarks / comments in the Annexure to the Auditors report on the financial statements of the Company which do not require any corrective adjustments in the Restated Financial Information are disclosed in Annexure VII of the Restated Financial Information;

d. 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 financial statements of the Company as at and for the year ended March 31, 2025 prepared under Ind AS and the requirements of the SEBI Regulations, and

e. the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the respective years to which they relate.

The Restated Financial Information have been approved by the Board of Directors on July 10, 2025.

3.2. Functional and presentation currency

Items included in the Restated Financial Information of each of the Companys entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional Currency). The Restated Financial Information are presented in Indian rupee (INR), which is also the Companys functional currency. All amounts have been rounded-off to the nearest million, up to two places of decimal, unless otherwise indicated. Amounts having absolute value of less than INR 5,000 have been rounded and are presented as INR 0.00 millions in the Restated Financial Information.

3.3. Basis of measurement

The restated financial information has been prepared on the historical cost basis except for the certain Financial Instruments which are measured at fair value or amortized cost at the end of each reporting year. Historical cost is generally based on fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Items Measurement basis
Certain financial assets (except trade receivables and contract assets which are measured at transaction cost) and liabilities (including derivative) Fair value
Defined benefits liability Present value of defined benefits obligations

These Restated Financial Information do not reflect the effects of events that occurred subsequent to the date of board meeting in which the Restated Financial Information is approved. The statement of operating cash flows have been prepared under indirect method.

3.4. Historical Cost Convention

The Restated Financial Information have been prepared on the accrual and going concern basis, and the historical cost convention except where the Ind AS requires a different accounting treatment. The principal variations from the historical cost convention relate to financial instruments classified as fair value for the followings:

(a) certain financial assets and liabilities and contingent consideration that is measured at fair value;

(b) assets held for sale measured at fair value less cost to sell;

(c) defined benefit plans plan assets measured at fair value; and

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

3.5. Use of estimates and judgements

The preparation of these Restated Financial Information in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the Restated Financial Information and the reported amounts of income and expense for the periods presented.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised, and future periods are affected.

3.6. Current versus non-current classification

The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification. An asset is treated as current when it is:

(a) Expected to be realised or intended to be sold or consumed in normal operating cycle

(b) Held primarily for the purpose of trading, or

(c) Expected to be realised within twelve months after the reporting period other than for (a) above, or

(d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

(a) It is expected to be settled in normal operating cycle

(b) It is held primarily for the purpose of trading

(c) It is due to be settled within twelve months after the reporting period other than for (a) above, or

(d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

All other liabilities are classified as non-current.

3.7. Fair Value Measurement

The Company measures financial instruments, such as, derivatives at fair value at each Balance Sheet date. 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.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

The Company categorizes assets and liabilities measured at fair value into one of three levels as follows:

> Level 1 — Quoted (unadjusted): This hierarchy includes financial instruments measured using quoted prices.

> Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

> Level 3 - They are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Companys assumptions about pricing by market participants. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

4. SUMMARY OF MATERIAL ACCOUNTING POLICIES INFORMATION

4.1. Property Plant and Equipment (‘PPE)

An item is recognized as an asset, if and only if, it is probable that the future economic benefits associated with the item will flow to the Company and its cost can be measured reliably. PPE are stated at actual cost less accumulated depreciation and impairment loss, if any. Actual cost is inclusive of freight, installation cost, duties, taxes and other incidental expenses for bringing the asset to its working conditions for its intended use (net of tax credit, if any) and any cost directly attributable to bring the asset into the location and condition necessary for it to be capable of operating in the manner intended by the Management. It includes professional fees and borrowing costs for qualifying assets.

Property, Plant and Equipment and intangible assets are not depreciated or amortized once classified as held for sale.

Significant Parts of an item of PPE (including major inspections) having different useful lives & material value or other factors are accounted for as separate components. All other repairs and maintenance costs are recognized in the statement of profit and loss as incurred.

Depreciation of these PPE commences when the assets are ready for their intended use. The estimated useful lives and residual values are reviewed on an annual basis and if necessary, changes in estimates are accounted for prospectively. Depreciation on subsequent expenditure on PPE arising on account of capital improvement or other factors is provided for prospectively over the remaining useful life.

Depreciation is provided pro-rata to the period of use on the straight line method based on the estimated useful life of the assets. The residual values are not more than 5% of the original cost of the assets. The useful life of property, plant and equipment are as follows: -

Asset Class Useful Life
Building 30 Years
Computer 3 Years
Plant & Machinery -Double Shift 8 Years
Plant & Machinery - Single Shift 15 Years
Vehicles 8 Years
Furniture & Fixtures 8 Years
Office Equipments (a) 8 Years
Computer Software 8 Years

Note:

a. For these classes of assets based on internal assessment and technical evaluation, the management believes that the useful lives as given above best represent the period over which the Management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Pari: C of Schedule II of Companies Act 2013.

b. Depreciation on the amount capitalized on up-gradation of the existing assets is provided over the balance life of the original asset.

c. An item of PPE is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss.

4.2. Intangible Assets and amortization

Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortization and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalized as a part of the cost of the intangible assets.

Amortization periods and methods: Intangible assets are amortized on straight line basis over a period ranging between 5-10 years which equates its economic useful life.

The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is different from previous estimates, the change is accounted for prospectively as a change in accounting estimate.

> De-recognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in the Statement of Profit and Loss when the asset is derecognized.

(a) Intangible assets under development

All costs incurred in development, are initially capitalized as Intangible assets under development - till the time these are either transferred to Intangible Assets on completion or expensed as Software Development cost (including allocated depreciation) as and when determined of no further use.

4.3. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. The financial instruments are recognized in the balance sheet when the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial instruments at initial recognition.

Financial Assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories based on business model of the entity:

• Debt instruments at amortized cost.

• Debt instruments at fair value through other comprehensive income (FVTOCI).

• Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL).

• Equity instruments measured at fair value through other comprehensive income (FVTOCI).

Debt instruments at amortized cost

A ‘debt instrument is measured at the amortized cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

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

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method.

Debt instrument at FVTOCI

A ‘debt instrument is classified as at the FVTOCI if both of the following criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

b) The assets contractual cash flows represent SPPI

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Debt instrument at FVTPL

Any debt instrument, that does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

In addition, the Company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch). The Company has not designated any debt instrument as at FVTPL.

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

Equity investments (Other than investment in subsidiary)

All other equity investments are measured at fair value. For Equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. This amount is not recycled from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Financial assets are measured at fair value through profit or loss unless they are measured at amortized cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in Statement of Profit and Loss.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

Investments in Mutual Funds

Investments in mutual funds are measured at fair value through profit or loss (FVTPL)

Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

De-recognition

A financial asset is de-recognized only when

• The Company has transferred the rights to receive cash flows from the financial asset or

• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the Company has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is de-recognized.

Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is de-recognized if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.

Impairment of financial assets

The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix considers historical credit loss experience and is adjusted for forward looking information. 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.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L).

Financial liabilities

Financial liabilities and equity instruments issued by the company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Initial recognition and measurement

Financial liabilities are recognized when the company becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortized cost unless at initial recognition, they are classified as fair value through profit and loss.

Subsequent measurement

Financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognized in the statement of profit and loss.

Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial period which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

Loans and Borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Financial Guarantee Contracts

Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

4.4. Impairment of Non-Financial Assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use.

Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets.

When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss.

A previously recognized impairment loss (except for goodwill) is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognized. The reversal is limited to the carrying amount of the asset.

4.5. Inventories

a) Basis of valuation:

1. Inventories including work-in-progress, other than scrap materials are valued at lower of cost and net realizable value after providing cost of Obsolescence, if any. The cost is determined using weighted average cost method.

2. Inventory of scrap materials have been valued at net realizable value.

b) Method of valuation:

1. Cost of raw materials comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition.

2. Cost of finished goods and work-in-progress includes direct fixed and variable production overheads and indirect taxes as applicable. Fixed production overheads are allocated on the basis of normal capacity of production facilities.

3. Cost of traded goods comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition.

4. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

4.6. Borrowing Costs

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying asset are capitalized as part of cost of such asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds.

4.7. Investments in subsidiaries, associates and joint ventures

The Company records the investments in subsidiaries, associates and joint ventures at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount.

When the Company issues financial guarantees on behalf of subsidiaries, initially it measures the financial guarantees at their fair values and subsequently measures at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization.

The Company records the initial fair value of financial guarantee as deemed investment with a corresponding liability recorded as deferred revenue. Such deemed investment is added to the carrying amount of investment in subsidiaries.

Deferred revenue is recognized in the Statement of Profit and Loss over the remaining period of financial guarantee issued.

The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss.

4.8. Foreign Currency Transactions

The functional currency of the Company is Indian Rupees which represents the currency of the economic environment in which it operates.

Transactions in currencies other than the Companys functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. Monetary items denominated in foreign currency at the year end and not covered under forward exchange contracts are translated at the functional currency spot rate of exchange at the reporting date.

Any income or expense on account of exchange difference between the date of transaction and on settlement or on translation is recognized in the profit and loss account as income or expense.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation difference on such assets and liabilities carried at fair value are reported as part of fair value gain or loss.

In case of forward exchange contracts, the premium or discount arising at the inception of such contracts is amortized as income or expense over the life of the contract. Further exchange difference on such contracts i.e. differences between the exchange rate at the reporting /settlement date and the exchange rate on the date of inception of contract/the last reporting date, is recognized as income/expense for the period.

4.9. Taxation

The income tax expense or credit for the period is the tax payable on the current periods taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statement. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

4.10. Revenue Recognition

The company recognizes revenue in accordance with Ind- AS 115. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services.

Revenues in excess of invoicing are classified as contract assets (which may also refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which may also refer to as unearned revenues).

The Company presents revenues net of indirect taxes in its Statement of Profit and loss.

The specific recognition criteria from various stream of revenue is described below:

a. Revenue from the sale of goods is recognized upon transfer of control of promised products, usually on delivery of the goods (i.e. when performance obligation is satisfied) at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of returns and allowances, trade discounts and volume rebates offered by the Company as part of the contract.

b. Revenue from Services is recognized when respective service is rendered and accepted by the customer.

c. Capacity swaps

The exchange of network capacity is recognized at fair value unless the transaction lacks commercial substance or the fair value of neither the capacity received nor the capacity given is reliably measurable.

d. Interest income

For all debt instruments measured either at amortized cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR).

e. Rental income

Rental income arising from operating leases or on investment properties is accounted for on a straight-line basis over the lease terms and is included in other non-operating income in the statement of profit and loss.

f. Insurance Claims

Insurance claims are accounted for as and when admitted by the concerned authority.

g. Dividend Income

Dividend income on investments is recognized when the right to receive dividend is established.

h. Other Income

Other Income is accounted for on accrual basis except, where the receipt of income is uncertain.

4.11. Employee Benefits

Short Term Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Post-employment obligations

i. Defined contribution plans

Provident Fund and employees state insurance schemes

All employees of the Company are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees basic salary. These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Company are covered under the employees state insurance schemes, which are also defined contribution schemes recognized and administered by the Government of India.

The Companys contributions to both these schemes are expensed in the Statement of Profit and Loss. The Company has no further obligations under these plans beyond its monthly contributions.

ii. Defined benefit plans Gratuity

The Company provides for gratuity obligations through a defined benefit retirement plan (the ‘Gratuity Plan) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee salary and years of employment with the Company. The Company provides for the Gratuity Plan based on actuarial valuations in accordance with Indian Accounting Standard 19 (revised), "Employee Benefits". The present value of obligation under gratuity is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Defined retirement benefit plans comprising of gratuity, un-availed leave, post-retirement medical benefits and other terminal benefits, are recognized based on the present value of defined benefit obligation which is computed using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. These are accounted either as current employee cost or included in cost of assets as permitted.

Leave Encashment

No provision for Leave encashment due to the employees has been made and the same shall be accounted for on payment basis at the time of encashment/payment or claim made by the employee.

iii. Actuarial gains and losses are recognized in OCI as and when incurred.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest as defined above),are recognized in other comprehensive income except those included in cost of assets as permitted in the period in which they occur and are not subsequently reclassified to profit or loss.

The retirement benefit obligation recognized in the Restated Financial Information represents the actual deficit or surplus in the Companys defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of reductions in future contributions to the plans.

Termination benefits

Termination benefits are recognized as an expense in the period in which they are incurred.

4.12. Leases

As a lessee

The Companys lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

i. the contract involves the use of an identified asset

ii. the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

iii. the Company has the right to direct the use of the asset.

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

Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the 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. Lease period for Building taken on lease is ranging from 2 to 3 Years

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

The companys lease labilities are included in Other financial liabilities.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases (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). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on shortterm leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

4.13. Segment Reporting Identification of segments:

Operating segments are reported in a manner consistent with the internal financial reporting provided to the Chief Operating Decision Maker (CODM) i.e. Chief Executive officer. CODM monitors the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit and loss in the Restated Financial Information. The primary reporting of the Company has been performed on the basis of business segments. The analysis of geographical segments is based on the areas in which the Companys products are sold or services are rendered.

Allocation of common costs:

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated items:

The Corporate and other segments include general corporate income and expense items, which are not allocated to any business segment.

4.14. Cash & Cash Equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

4.15. Prior Period Items

The Company has adopted following materiality threshold limits in the recognition of Prior period expenses/incomes:

Threshold Items Threshold Value
i. Identification based on individual limits Rs. 10 lakhs
ii. Restatement based on overall limits 1% of Total Revenue of Previous FY

4.16. Provision, Contingent Liabilities and Contingent Assets

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Contingent liabilities are disclosed in the Restated Financial Information by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote.

Contingent assets are disclosed in the Restated Financial Information by way of notes to accounts when an inflow of economic benefits is probable.

KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS

Set forth below are the key components of our statement of profit and loss from our continuing operations:

Total Income

Our total income comprises (i) revenue from operations; and (ii) other income.

Revenue from Operations

Revenue from operations comprises sale of products.

Other Income

Other income comprises

(i) interest income;

(ii) gain on fair valuation of security deposit;

(iii) gain on lease termination;

(iv) gain/(loss) on fair valuation of financial instrument at FVTPL;

(v) incentive on export received;

(vi) profit on sale of investment;

(vii) miscellaneous income;

(viii) gain on discard of PPE; and

(ix) gain on foreign currency transaction and translation (net).

Expenses

Our expenses comprise

(i) cost of material consumed;

(ii) changes in inventories of finished goods, stock -in-trade and work- in-progress;

(iii) employee benefits expense;

(iv) finance costs;

(v) depreciation and amortisation expense; and

(vi) other expenses.

Cost of material consumed

Cost of material consumed is the purchases of raw materials and packaging materials during the year added to the opening stock less the closing stock.

Changes in inventories of finished goods and work-in-progress

Changes in inventories of finished goods and work in progress is based on calculating the difference between the closing stock and opening stock.

Employee Benefit Expense

Employee benefit expense comprise

(i) salaries, bonus and other allowances;

(ii) contribution to provident and other funds;

(iii) staff welfare expenses; and

(iv) employees recruitment expenses.

Finance Cost

Finance costs comprise

(i) interest to banks;

(ii) interest to others;

(iii) interest on lease liabilities;

(iv) interest on TDS; and

(v) interest- others.

Depreciation and Amortisation Expenses

Depreciation and amortisation expense primarily comprise

(i) depreciation on property, plant and equipment;

(ii) depreciation on right of use assets; and

(iii) amortization of intangible assets.

Other Expense

Other expenses primarily comprise of consumption of stores and spare parts, power and fuel, water charges, freight and forwarding charges, commission charges, legal and professional charges, travelling, conveyance and vehicle expenses, rent, marketing expenses and CSR expenditure.

Tax expense

Tax expense comprise of current tax and deferred tax.

RESULTS OF OPERATIONS

The following tables set forth our selected financial data from our restated 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 and revenue from operations, as the case may be, for such years:

Particulars For the year ended March 31
2025 2024 2023
In Rs million As a percentage of total income In Rs million As a percentage of total income In Rs million As a percentage of total income
Income
Revenue from operations 8,249.58 99.17% 6,577.67 98.92% 5,436.78 99.56%
Other income 69.05 0.83% 72.12 1.08% 24.16 0.44%
Total income 8,318.63 100.00% 6,649.79 100.00% 5,460.94 100.00%

 

Particulars For the year ended March 31
2025 2024 2023
In Rs million As a percentage of revenue from operations In Rs million As a percentage of revenue from operations In Rs million As a percentage of revenue from operations
Expenses
Cost of material consumed 6,559.02 79.51% 5,244.30 79.73% 4,119.37 75.77%
Changes in inventories of finished goods, stock-intrade and work-inprogress (113.58) (1.38) % (85.14) (1.29) % 135.68 2.50%
Employee benefits expense 429.32 5.20% 308.55 4.69% 245.76 4.52%
Finance costs 124.97 1.51% 55.67 0.85% 56.01 1.03%
Depreciation and amortization expense 65.56 0.79% 61.10 0.93% 52.78 0.97%
Other expenses 536.24 6.50% 521.72 7.93% 502.63 9.25%
Total expenses 7,601.53 92.14% 6,106.20 92.83% 5,112.23 94.03%
Profit before tax 717.10 8.69% 543.59 8.26% 348.71 6.41%
Tax expenses:
Current tax 172.51 2.09% 153.03 2.33% 88.42 1.63%
Deferred tax 11.68 0.14% (10.13) (0.15) % 0.70 0.01%
V. Profit / (loss) for the period/ year (III-IV) 532.91 6.46% 400.69 6.09% 259.59 4.77%

FISCAL 2025 COMPARED TO FISCAL 2024 Total Income

Total income increased by 25.10% from t 6,649.79 million in Fiscal 2024 to t 8,318.63 million in Fiscal 2025 primarily due to an increase in revenue from operations. The table below provides the revenue from sale of our product segments.

Product segment Fiscal 2025 Fiscal 2024
Revenue from sale of products (in Rs million) Revenue from sale of products (in Rs million)
Networking cables and solutions 7,250.58 5,490.58
Specialty Power, Optical Fibre Cable and Solutions 980.91 1,087.09
Other allied products* 18.09 -

* Other allied products includes Keystone Jacks.

Revenue from operations

Revenue from operations increased by 25.42% from t 6,577.67 million in Fiscal 2024 to t 8,249.58 million in Fiscal 2025. This growth was primarily driven increase in sales of networking cables and solutions by 32.05% from t 5,490.58 million in Fiscal 2024 to t 7,250.58 million in Fiscal 2025. The increase is primarily on account of increase in sales volume of networking cables

This was partially offset by decrease in sales of Specialty Power and Optical Fibre Cable solutions from t 1,087.09 million in Fiscal 2024 to t 980.91 million.

Other income

Other income decreased by 4.26% from t 72.12 million in Fiscal 2024 to t 69.05 million in Fiscal 2025. This was primarily due to decrease in interest income from fixed deposits / margin money with banks by 62.41% from t 9.22 million in Fiscal 2024 to t 3.47 million in Fiscal 2025 and decrease in incentive on export received by 10.54% from t 23.87 million in Fiscal 2024 to t 21.35 million in Fiscal 2025 which was partially offset by increase in gain on foreign currency transaction and translation (net) by 2.42% from t 35.15 million in Fiscal 2024 to t 36.00 million in Fiscal 2025 and increase in gain on fair valuation of financial instrument at FVTPL by 61.11% from t 3.74 million in Fiscal 2024 to t 6.03 million in Fiscal 2025

Expenses

Total expenses increased by 24.49% from t 6,106.20 million in Fiscal 2024 to t 7,601.53 million in Fiscal 2025 primarily due to an increase in cost of materials consumed by 25.07% from t 5,244.30 million in Fiscal 2024 to t 6,559.02 million in Fiscal

2025 and an increase in employee benefits expense by 39.14% from Rs 308.55 million in Fiscal 2024 to Rs 429.32 million in Fiscal 2025.

Cost of materials consumed

Cost of materials consumed increased by 25.07% from Rs 5,244.30 million in Fiscal 2024 to Rs 6,559.02 million in Fiscal 2025 primarily due to increased raw material procurements to support our increased sales volumes resulting in an increase in our revenue from operations.

Change in inventories of finished goods, stock-in-trade and work-in-progress

Change in inventories of finished goods, stock-in-trade and work-in-progress decreased by 33.39% from Rs (85.14) million in Fiscal 2024 to Rs (113.58) million in Fiscal 2025 primarily due to increase in closing stock of finished goods from Rs 101.30 million in Fiscal 2024 to Rs 189.40 million in Fiscal 2025.

Employee benefit expense

Employee benefit expenses increased by 39.14% from Rs 308.55 million in Fiscal 2024 to Rs 429.32 million in Fiscal 2025 primarily due to an increase in salaries, bonus and other allowances by 39.79% from Rs 295.18 million in Fiscal 2024 to Rs 412.63 million in Fiscal 2025, increase in contribution to provident and other funds by 28.44% from Rs 7.82 million in Fiscal 2024 to Rs 10.04 million in Fiscal 2025, increase in staff welfare expenses by 25.18% from Rs 5.17 million in Fiscal 2024 to Rs 6.47 million in Fiscal 2025 and increase in number of employees (including contract labour) from 1,133 in Fiscal 2024 to 1,497 in Fiscal 2025.

Finance costs

Finance costs increased by 124.49% from Rs 55.67 million in Fiscal 2024 to Rs 124.97 million in Fiscal 2025 primarily due to increase in interest to banks by 215.91% from Rs 14.28 million in Fiscal 2024 to Rs 45.11 million in Fiscal 2025, increase in interest to related parties and other corporate lenders others by 92.32% from Rs 40.39 million in Fiscal 2024 to Rs 77.68 million in Fiscal 2025 and increase in our short term borrowings by 159.06% from Rs 309.04 million in Fiscal 2024 to Rs 800.60 million in Fiscal 2025 and increase in our long term borrowings by 473.07%from Rs 58.26 million to Rs 333.90 million in Fiscal 2025.

Depreciation and amortisation expense

Depreciation and amortisation expenses increased by 7.29% from Rs 61.10 million in Fiscal 2024 to Rs 65.56 million in Fiscal 2025 primarily due to our increased investments in property, plant and equipment ("PPE") for increase in capital expenditure and Right -of- Use Assets.

Other expenses

Other expenses increased by 2.78% from Rs 521.72 million in Fiscal 2024 to Rs 536.24 million in Fiscal 2025 primarily due to:

• increase in power and fuel and water charges from Rs 89.85 million in Fiscal 2024 to Rs 114.61 million in Fiscal 2025,

• increase in legal and professional charges from Rs 22.47 million in Fiscal 2024 to Rs 27.15 million in Fiscal 2025,

• increase in bank charges from Rs 13.09 million in Fiscal 2024 to Rs 24.10 million in Fiscal 2025,

• increase in rent expense from Rs 2.94 million in Fiscal 2024 to Rs 10.52 million in Fiscal 2025,

• increase in repair and maintenance from Rs 11.30 million in Fiscal 2024 to Rs 17.47 million in Fiscal 2025,

• increase in miscellaneous expenses from Rs 6.89 million in Fiscal 2024 to Rs 9.74 million in Fiscal 2025, and

• increase in CSR expenditure from Rs 5.37 million in Fiscal 2024 to Rs 8.00 million in Fiscal 2025, offset by a decrease in freight and forwarding charges from Rs 73.99 million in Fiscal 2024 to Rs 66.98 million in Fiscal 2025, decrease in commission charges from Rs 47.89 million in Fiscal 2024 to Rs 5.42 million in Fiscal 2025 and decrease in travelling, conveyance and vehicle expenses from Rs 15.79 million in Fiscal 2024 to Rs 8.85 million in Fiscal 2025.

Restated Profit before tax

Our profit before tax increased by 31.92% from Rs 543.59 million in Fiscal 2024 to Rs 717.10 million in Fiscal 2025 primarily due to the aforementioned reasons.

Tax Expense

Total tax expense increased by 28.90% from t 142.90 million in Fiscal 2024 to t 184.19 million in Fiscal 2025 primarily due to increase in current tax and deferred tax expenses.

• Current tax expense increased by 12.73% from t 153.03 million in Fiscal 2024 to t 172.51 million in Fiscal 2025 primarily due to an increase in profit before tax from t 543.59 million in Fiscal 2024 to t 717.10 million in Fiscal 2025;

• Deferred tax increased by 215.24% from t (10.13) million in Fiscal 2024 to t 11.68 million in Fiscal 2025.

Restated Profit for the year

Our profit for the year increased by 33.00% from t 400.69 million in Fiscal 2024 to t 532.91 million in Fiscal 2025 primarily due to the aforementioned reasons.

EBITDA and EBIDTA margin

While our expenses increased by 24.49% from t 6,106.20 million in Fiscal 2024 to t 7,601.53 million in Fiscal 2025, our revenue from operations also increased by 25.42% from t 6,577.67 million in Fiscal 2024 to t 8,249.58 million in Fiscal 2025. Thus, EBITDA for the year increased by 42.56% from t 588.24 million in Fiscal 2024 to t 838.58 million in Fiscal 2025 and our EBITDA margin increased from 8.94% in Fiscal 2024 to 10.17% in Fiscal 2025 due to the aforementioned reasons.

FISCAL 2024 COMPARED TO FISCAL 2023

Total Income

Total income increased by 21.77 % from t 5,460.94 million in Fiscal 2023 to t 6,649.79 million in Fiscal 2024 primarily due to increase in revenue from operations. The table below provides the revenue from sale of our product segments.

Product segment Fiscal 2024 Fiscal 2023
Revenue from sale of products (in Rs million) Revenue from sale of products (in Rs million)
Networking cables and solutions 5,490.58 4,663.41
Specialty Power, Optical Fibre Cable and Solutions 1,087.09 773.37

Revenue from operations

Revenue from operations increased by 20.98%, from t 5,436.78 million in Fiscal 2023 to t 6,577.67 million in Fiscal 2024. This growth was primarily driven by an increase in revenue from the networking cables and solutions by 17.74% from t 4,663.41 million in Fiscal 2023 to t 5,490.58 million in Fiscal 2024 and an increase in revenue from speciality power, optical fibre cables by 40.57% from t 773.37 million in Fiscal 2023 to t 1,087.09 million in Fiscal 2024. This was on account of an increase in the sales volume of our products in the networking cables and solutions segment]

Other income

Other income increased significantly by 198.51 % from t 24.16 million in Fiscal 2023 to t 72.12 million in Fiscal 2024 primarily due to an increase in gain on foreign currency transaction (net) from t 6.28 in Fiscal 2023 to t 35.15 million in F iscal 2024, increase in incentives on exports received from t 12.52 in Fiscal 2023 to t 23.87 million in Fiscal 2024 and an increase in interest income from t 5.11 million in Fiscal 2023 to t 9.22 million in Fiscal 2024.

Expenses

Total expenses increased by 19.44 % from t 5,112.23 million in Fiscal 2023 to t 6,106.20 million in Fiscal 2024 primarily due to an increase in cost of materials consumed from t 4,119.37 million in Fiscal 2023 to t 5,244.30 million in Fiscal 2024.

Cost of materials consumed

Cost of materials consumed increased by 27.31 % from t4,119.37 million in Fiscal 2023 to t 5,244.30 million in Fiscal 2024 primarily due to an increase in overall business of our Company and an increase in the demand of our products resulting in an increase in our revenue from operations.

Change in inventories of finished goods and work-in-progress

Change in inventories of finished goods and work-in-progress decreased by 162.75% from Rs 135.68 million in Fiscal 2023 to Rs (85.14) million in Fiscal 2024 primarily due to increase in closing stock of finished goods in Fiscal 2023 which was primarily due to increase in inventory of finished goods from Rs 39.72 million in Fiscal 2023 to 101.30 million in Fiscal 2024

Employee benefit expense

Employee benefit expenses increased by 25.55% from Rs 245.76 million in Fiscal 2023 to Rs 308.55 million in Fiscal 2024 primarily due to an increase in salaries, bonus and other allowances from Rs 233.36 million in Fiscal 2023 to Rs 295.18 million in Fiscal 2024 on account of increase in our number of employees (including contractual labour) from 976 in Fiscal 2023 to 1,133 in Fiscal 2024.

Finance costs

Finance costs decreased by 0.62% from Rs 56.01 million in Fiscal 2023 to Rs 55.67 million in Fiscal 2024 primarily due to repayment of debt.

Depreciation and amortisation expense

Depreciation and amortisation expenses increased by 15.77 % from Rs 52.78 million in Fiscal 2023 to Rs 61.10 million in Fiscal 2024 primarily due to an increase in depreciation of Property, Plant and Equipment from Rs 47.46 million in Fiscal 2023 to Rs 56.35 million in Fiscal 2024.

Other expenses

Other expenses increased by 3.80 % from Rs 502.63 million in Fiscal 2023 to Rs 521.72 million in Fiscal 2024 primarily due to

• increase in expenses for power and fuel and water charges from Rs 82.17 million in Fiscal 2023 to Rs 89.85 million in Fiscal 2024,

• increase in repair and maintenance expenses for plant and machinery, building and others from Rs 6.11 million in Fiscal 2023 to Rs 11.30 million in Fiscal 2024,

• increase in legal and professional charges from Rs 6.33 million in Fiscal 2023 to Rs 22.47 million in Fiscal 2024,

• increase in travelling, conveyance and vehicle expenses due to an increase in volume of products sold, from Rs 8.40 million in Fiscal 2023 to Rs 15.79 million in Fiscal 2024,

• increase in insurance expense from Rs 1.36 million in Fiscal 2023 to Rs 4.70 million in Fiscal 2024 offset by a decrease in consumption of stores and spare parts from Rs 237.13 million in Fiscal 2023 to Rs 201.22 million in Fiscal 2024.

Restated Profit before tax

Our profit before tax increased by 55.89 % from Rs 348.71 million in Fiscal 2023 to Rs 543.59 million in Fiscal 2024 due to the aforementioned reasons.

Tax Expense

Total tax expense increased by 60.34 % from Rs 89.12 million in Fiscal 2023 to Rs 142.90 million in Fiscal 2024 primarily due to increase in current tax expenses. •

• Current tax expense increased from Rs 88.42 million in Fiscal 2023 to Rs 153.03 million in Fiscal 2024 primarily due to an increase in profit before tax from Rs 348.71 million in Fiscal 2023 to Rs 543.59 million in Fiscal 2024;

• Deferred tax (credit) decreased from Rs 0.70 million in Fiscal 2023 to Rs (10.13) million in Fiscal 2024.

Restated Profit for the year

Our profit for the year increased by 54.36 % from Rs 259.59 million in Fiscal 2023 to Rs 400.69 million in Fiscal 2024 due to t he aforementioned reasons.

EBITDA and EBITDA margin

While our total expenses increased by 19.44 % from t 5,112.23 million in Fiscal 2023 to t 6,106.20 million in Fiscal 2024, our revenue from operations also increased by 20.98%, from t 5,436.78 million in Fiscal 2023 to t 6,577.67 million in Fiscal 2024 resulting in our EBITDA for the year increasing by 35.75% from t 433.34 million in Fiscal 2023 to t 58 8.24 million in Fiscal 2024 and our EBITDA margin increased from 7.97% in Fiscal 2023 to 8.94% in Fiscal 2024 due to the aforementioned reasons.

LIQUIDITY AND CAPITAL RESOURCES

Capital Requirements

Our principal capital requirements are towards our manufacturing facilities and working capital requirements. Our principal source of funding has been and is expected to continue to be cash generated from our operations and supplemented by borrowings from banks. For Fiscal 2025, Fiscal 2024 and Fiscal 2023, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments other working capital requirements and other cash outlays, principally with funds generated from operations, optimization of operating working capital with the balance met from external borrowings.

Liquidity

Our liquidity requirements arise principally from our operating activities, repayment of borrowings and debt service obligations and our working capital requirements. Historically, our principal sources of funding have included funds generated from operations, optimization of operating working capital with the balance met from external borrowings.

Cash

Our anticipated cash flows are dependent on various factors that are beyond our control. See "Risk Factors beginning on page 30. The following table sets forth certain information relating to our cash flows in Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars For the year ended March 31, 2025 For the year ended March 31, 2024 For the year ended March 31, 2023
(in Rs million)
Net cash from/ (used) in operating activities (97.85) 421.81 197.98
Net cash flows from/ (used) in investing activities (598.23) (326.88) (188.28)
Net cash flows from/ (used) in financing activities 631.10 (61.02) (35.18)
Net increase/ (decrease) in cash and cash equivalents (64.98) 33.91 (25.48)
Cash and cash equivalents at the end of the year 14.53 79.51 45.59

Cash Flows from Operating Activities

Fiscal 2025

We used t 97.85 million net cash from operating activities during Fiscal 2025. Restated Profit before tax for Fiscal 2025 was t 717.10 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of t 65.56 million, finance cost of t 123.69 million, impairment allowance for trade receivables considered doubtful of t 2.35 million. This was partially offset by gain/loss on foreign currency transaction of t 36.00 million and interest income of t 3.47 million.

Cash generated from operations before tax in Fiscal 2025 amounted to t 112.10 million. This was offset by payment of t209.95 million as income tax.

Our adjustments for working capital changes for Fiscal 2025 primarily consisted of trade and other receivables of t 483.27 million, inventories of t 324.00 million and trade payables and other current liabilities of t 51.67 million.

Fiscal 2024

We generated t 421.81 million net cash from operating activities during Fiscal 2024. Restated Profit before tax for Fiscal 2024 was t 543.59 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of t 61.10 million, finance cost of t 55.23 million and impairment allowance for trade receivables considered doubtful of t 7.95 million. This was partially offset by gain/loss on foreign currency transaction of t 35.15 million and interest income of t 9.22 million.

Net Cash generated from operations before tax in Fiscal 2024 amounted to t527.64 million. This was offset by payment of t105.83 million as income tax.

Our adjustments for working capital changes for Fiscal 2024 primarily consisted of trade and other receivables of t 170.14 million, inventories of t 59.33 million and trade payables and other current liabilities of t 132.28 million.

Fiscal 2023

We generated t 197.98 million net cash from operating activities during Fiscal 2023. Restated Profit before tax for Fiscal 2023 was t 348.71 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of t 52.77 million, finance cost of t 55.08 million and bad debts written off of t 1.29 million. This was partially offset by gain/loss on foreign currency transaction of t 6.28 million and interest income of t 4.75 million.

Net cash generated from operations before tax in fiscal 2023 amounted to t 285.73 this was offset by payment of t 87.75 million as income tax.

Our adjustments for working capital changes for Fiscal 2023 primarily consisted of trade and other receivables of t 425.19 million, inventories of t 0.67 million and trade payables and other current liabilities of t 262.71 million.

Cash Flow used in Investing Activities

Fiscal 2025

Net cash used in investing activities was t 598.23 million in Fiscal 2025, primarily on account of purchase of property, plant and equipment of t 600.97 million. This was partially offset by sale of property, plant and equipment of t 2.48 million and interest/ dividend/ rental income of t 7.20 million.

Fiscal 2024

Net cash used in investing activities was t 326.88 million in Fiscal 2024, primarily on account of purchase of property, plant and equipment of t 327.12 million and purchase of investments of t 35.00 million. This was partially offset by decrease in fixed deposits, having original maturity of more than three months of t 31.12 million.

Fiscal 2023

Net cash used in investing activities was t 188.28 million in Fiscal 2023, primarily on account of purchase of property, plant and equipment of t 138.58 million, increase in fixed deposits, having original maturity of more than three months of t 24.18 million and purchase of investments of t 30.00 million. This was partially offset by interest/ dividend/ rental income of t 4.48 million.

Cash Flow from/used in Financing Activities

Fiscal 2025

Net cash from financing activities was t 631.10 million in Fiscal 2025, primarily on account of proceeds of short term borrowings of t 526.35 million and proceeds of long term borrowings of t 240.84 million. This was partially offset by interest paid of t 130.53 million.

Fiscal 2024

Net cash used in financing activities was t 61.02 million in Fiscal 2024, primarily on account of and interest paid of t 50.48 million and repayment of long-term borrowings of t 24.61 million. This was partially offset by proceeds from short-term borrowings of t 18.95 million.

Fiscal 2023

Net cash used in financing activities was t 35.18 million in Fiscal 2023, primarily on account of interest paid of t 55.66 million. This was partially offset by proceeds from long-term borrowings of t 19.49 million and proceeds from short-term borrowings of t 6.46 million.

NON-GAAP MEASURES

Certain measures included in this Draft Red Herring Prospectus, for instance, EBITDA, EBITDA Margin, Return on Capital Employed, Return on Equity, Net Working Capital Days, Net Debt/ Equity Ratio, Net Debt/EBITDA, Gross Fixed Asset Turnover Ratio, CAGR, PAT Margin ("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, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind

AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our 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 other statistical information relating to our operations and financial performance have been included in this Draft Red Herring Prospectus on page 57.

Reconciliation for the following non-GAAP financial measures included in this Draft Red Herring Prospectus are set out below for the periods indicated:

Particulars Fiscals
2025 2024 2023
Total Income (A) 8,318.63 6,649.79 5,460.94
Revenue from operations (B) 8,249.58 6,577.67 5,436.78
Profit before tax (C) 717.10 543.59 348.71
Add: Finance cost (D) 124.97 55.67 56.01
Add: Depreciation & amortization expense (E) 65.56 61.10 52.78
Less: Other Income (F) 69.05 72.12 24.16
EBITDA (G=C+D+E-F) 838.58 588.24 433.34
EBITDA Margin (H=G/B) 10.17% 8.94% 7.97%

 

Particulars Fiscals
2025 2024 2023
Profit after tax 532.91 400.69 259.59
Net worth* 1,806.72 1,275.43 875.58
Return on Net Worth (%)** 34.58% 37.26% 34.81%
Net Asset Value 1,806.72 1,275.43 875.58
Weighted average number of equity shares outstanding at the end of the year adjusted for the issue of Bonus Equity Shares for all year, in accordance with principles of Ind AS 33 102,035,000 102,035,000 102,035,000
Net Asset Value per share 17.71 12.50 8.58

* Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

** RoNW (%) = Net Profit after tax for the year, as restated, divided by average restated net worth.

FINANCIAL INDEBTEDNESS

As of April 30, 2025 we had total outstanding borrowings of Rs 1,654.25 million. Our total borrowing to equity ratio was 0.63 as of March 31, 2025. For further information on our indebtedness, see "Financial Indebtedness" on page 331.

The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2025, March 31,

2024 and March 31, 2023:

Particulars As of March 31, 2025 (in Rs million) As of March 31, 2024 (in Rs million) As of March 31, 2023 (in Rs million)
Non-Current Borrowings
Secured
Term Loan from Banks 264.09 33.65 56.95
Vehicle Loans from Banks 10.40 - -
Vehicle Loans from FIs

-

-

1.32
Current Borrowings
Secured
Loans repayable on demand
Working Capital Limit 793.05 189.25 94.51
Current Maturities of Long-Term Debts;

 

Particulars As of March 31, 2025 (in Rs million) As of March 31, 2024 (in Rs million) As of March 31, 2023 (in Rs million)
Term Loans from Banks 53.77 23.29 35.18
Vehicle Loans from Banks 5.64

-

1.40
Vehicle Loans from FIs - 1.32 1.87
Unsecured
Loans from Body Corporates 7.55 32.49 42.92
Loan from Promoters/Directors

-

87.31 138.82
Total 1,134.50 367.31 372.97

CONTINGENT LIABILITIES, COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2025, March 31, 2024 and March 31, 2023 our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, that have not been provided for, were as follows:

Particulars As of March 31, 2025 (in Rs million) As of March 31, 2024 (in Rs million) As of March 31, 2023 (in Rs million)
(i) Guarantees issued by Banks 27.68 36.68 4.75
(ii) Letter of credit given by the bank of behalf of the Company (Margin Money for LC & BGs kept by way of fixed deposits Rs 93.95 million (March 31,2024: Rs 86.93 million, March 31,2023: Rs 118.04 million) 1,020.14 691.29 118.04
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 242.31 56.43 -

For further information on our contingent liabilities and capital commitments as at March 31, 2025, March 31, 2024 and March 31, 2023 as per Ind AS 37, see "Restated Financial Information" on page 267.

Except as disclosed elsewhere in this Draft Red Herring Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTRACTUAL OBLIGATIONS

The following table sets forth certain information relating to future payments due under known contractual obligations as of March 31, 2025, March 31, 2024 and March 31, 2023 aggregated by type of contractual obligation:

Particulars Less than 12 months 1 to 5 years Above 5 years Total
Year ended 31 March 2025
Trade payables 1,200.86 - - 1,200.86
Borrowings 860.01 274.49 - 1,134.50
Lease Liabilities 7.26 10.93

-

18.19
Other liabilities 45.44

-

-

45.44
Year ended 31 March 2024
Trade payables 1,168.16 0.00 - 1,168.16
Borrowings 333.66 33.65

-

367.31
Lease Liabilities 0.88 1.53

-

2.41
Other liabilities 42.38 0.00 - 42.38
Year ended 31 March 2023
Trade payables 1,034.22 0.00

-

1,034.22
Borrowings 314.70 58.27

-

372.97
Lease Liabilities 4.44 2.41 - 6.85
Other liabilities 44.98 - - 44.98

CAPITAL EXPENDITURES

In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital expenditure towards additions to property, plant and equipment were Rs 807.31 million, Rs 168.16 million and Rs 64.17 million respectively.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include reimbursement of expenses, rent paid, security paid, loan taken, interest on loan, loan repaid, remuneration paid, sale of goods and purchase of goods. For further information relating to our related party transactions, see "Restated Financial Information - Note 46" on page 312.

AUDITORS OBSERVATIONS

There are no auditor qualifications that have not been given effect to in the Restated Financial Information. For details of the CARO qualifications and report on other legal and regulatory requirements which do not require any adjustments in the Restated Financial Information for Fiscals 2025, 2024 and 2024, see "Restated Financial Information - Note 4" on page 327.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks that are related to the normal course of our operations such as interest rate, liquidity risk, foreign exchange risk and reputational risk, which may affect economic growth in India and the value of our financial liabilities, our cash flows and our results of operations.

Credit Risk

Credit risk arises when a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its financing activities, including deposits with banks and financial institutions and other financial instruments. The customer credit risk is managed subject to the Companys established policy, procedure and controls relating to customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 60-90 days to all customers which vary from customer to customer.

Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company uses liquidity forecast tools to manage its liquidity. The Companys approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring losses. In doing this, the management considers both normal and stressed conditions.

Market Risk

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the purpose to finance the business and inducting new fleet and such borrowings are repayable on demand. For further information, see "Financial Indebtedness" on page 331.

Inflation Risk

In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

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

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in "Managements Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 334 and 30, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 30, 193 and 334, respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Draft Red Herring Prospectus in the sections "Our Business" on page 193, we have not announced and do not expect to announce in the near future any new products or business segments.

COMPETITIVE CONDITIONS

We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See "Risk Factors", "Industry Overview" and "Our Business" on pages 30, 136 and 193, respectively, for further details on competitive conditions that we face across our various business segments.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

We depend on a limited number of suppliers or customers for a significant part of our revenues and operations. For details see

"Risk Factors - We derive more than 74% of our revenue from operations from our top 10 customers as of Fiscal 2025. If one or more of such customers choose not to source their requirements from us or to terminate our contracts or purchase orders, our business, cash flows, financial condition and results of operations may be adversely affected" on page 31.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not seasonal in nature.

MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

There have been no significant developments after March 31, 2025, the date of the last financial statements contained in this Draft Red Herring Prospectus, to the date of filing of this Draft Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months. However, below are the material developments after March 31, 2025:

• We have purchased land situated at "Khasra No. 86-94 & 98-101, Village - Jodia Meo, Tapukara, district- Khairthal- Tijara (Rajasthan-3301019) area measuring 42,529.98 Sqm. The purchase of the said land was completed through a registered sale deed dated May 2, 2025.

• We have incorporated a Subsidiary OCL Greentech Private Limited on May 05, 2025 and Mr Vipul Nagpal, Chairman and Managing Director and Vardaan Nagpal, Whole Time Director of the Orient Cables (India) Limited have been appointed as the directors of the aforementioned Subsidiary.

• Pursuant to the resolutions passed by our Board on June 12, 2025, and our Shareholders on June 13, 2025, our Company has approved the OCL Employee Stock Option Scheme 2025 ("OCL ESOP Scheme 2025") for issue of options to the eligible employees which may result in issue of Equity Shares not exceeding 4,000,000 Equity Shares. The OCL ESOP Scheme 2025 has been framed in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

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