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Rajputana Industries Ltd Management Discussions

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Rajputana Industries Ltd Share Price Management Discussions

The following discussion of our financial condition and results of operations should be read in conjunction with our "Financial Statements" on page 204.

This section may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Updated Draft Red Herring Prospectus. For further information, see "Forward Looking Statements" on page 21. Also read "Risk Factors" on page 30 for a discussion of certain factors that may affect our business, financial condition or results of operations.

Unless otherwise indicated or the context otherwise requires, the financial information for the six-month period ended September 30, 2023, and for Financial Year ended on 2023, 2022 and 2021 included herein is derived from the Restated Financial Information, included in this Updated Draft Red Herring Prospectus, have been prepared in accordance with requirements of the Companies Act and Ind AS and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see "Restated Financial Information" on page 284.

Unless the context otherwise requires, in this section, references to "we", "us", "our", "the Company" or "our Company" refers to Rajputana Industries Limited.

OVERVIEW

Our Company is primarily engaged in the business of manufacturing diverse range of non-ferrous metal products from Copper, Aluminium, Brass, and various alloys. Our product range includes rods, tubes, bus bars, billets and winding wires etc. These wires, tubes, bars, billets, and rods are manufactured in various shapes and sizes as per the requirement of the customers and / or demand in the market.

For further details, please refer "Our Business - Overview" on page 137.

SIGNIFICANT MATERIAL DEVELOPMENTS SUBSEQUENT TO THE STUB PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, except those mentioned below, there have not arisen any circumstance that materially and adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as mentioned below:

1) Our Company has received the In Principle Approval from National Stock Exchange of India Limited on [•], to use their names in the Issue Document in respect of the proposed public issue of Equity Shares.

2) Our company, with the consultation of the BRLM, may undertake a Pre-IPO Placement of up to 6,00,000 Equity Shares of face value of Rs. 10/- each at a premium of Rs. [•] each aggregating to ^ [•] Lakhs on [•].

KEY FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION

Our results of operations have been, and will be, affected by many factors, some of which are beyond our control. Our results of operations and financial conditions are affected by numerous factors including the following:

A. Ability to expand the customer base and develop new products capabilities to meet evolving preferences and generate new sales.

Customer relationships are the core of our business. Our ability to grow our customer base and drive market adoption of our products is affected by the pace at which the non-ferrous metal and electrical industry grows. We expect that our revenue growth will be primarily driven by the pace of adoption of our offerings. This will drive our ability to acquire new customers and increase sales to existing customers, which in turn, will affect our future financial performance.

We have grown our operations by introducing quality products to meet potential requirements of our customers and create market for our products. To service and grow our relationships with our existing customers and to win new customers, we are required to provide them with products that address their quality and other requirements, to anticipate and understand trends in their relevant markets and to continually address their needs as those change and evolve.

Our future growth shall depend on our ability to identify emerging market trends, offer new products and new designs to customers, inculcate strong culture of innovation, have trained workforce and latest research and development facilities to enable us to expand the range of our offerings to customers and improve the delivery of our products along with growing our portfolio of various sized products to increasingly represent our revenue from operations, widened the customer base that we cater to, and typically have a higher margin profile.

B. Cost of materials consumed

Our ability to remain competitive and profitable depend on our ability to source and maintain a stable and sufficient supply of raw materials at cost effective prices. Historically, prices of copper and aluminium along with basic raw material costs have increased and are continuously fluctuating. However, on account of the continuing impact of COVID-19, there has been an increase in prices of metals and other materials used in raw materials which have a significant effect on the cost of raw materials and consequently our gross margins. We depend on external suppliers for our materials and components required and typically purchase materials and components on a purchase order basis and place such orders with them in advance on the basis of our anticipated requirements. As a result, the success of our business is significantly dependent on maintaining good relationships with our suppliers. For further information on procurement of our raw materials, see "Our Business - Raw Materials" on page 153.

C. Sales and Marketing

We have deployed a team of efficient and dedicated marketing professionals for the marketing and promotion of our products. Our marketing team constantly monitors and scours the trends in the market. Regular interaction is required to maintain the client base and to gain insight into the design and specification needs of the diverse clientele. We constantly seek to grow our product reach to underpenetrated geographies, increase the penetration of our products in markets in which we are currently present and widen the portfolio of our products available in those markets by growing our network. Our success is dependent on our ability to enter and expand our network in new markets

which is further dependent on our familiarity with the economic condition, customer base and commercial operations in new regions. With limited presence, our ability to gain market share is also dependent on our ability to compete with companies that may have an existing strong presence.

However, we may not be successful in expanding our network or increasing our market presence. Further, we may also face disruptions in selling our products for various reasons such as transportation bottlenecks, raw material inaccessibility, competition activities, labor issues, natural disasters, absence of professional & technical expertise, etc. which may result in disruptions to our business.

D. Product mix and pricing

As we manufacture billets, rods and metal bars made of Copper, Aluminum, Brass and other alloys, which are used in different industries like HVAC industry, Electrical and Electronics Industry, Automotive Industry, Construction and Architecture Industry, Plumbing and Sanitary Industry, Renewable Energy Industry and other manufacturing industries wherein our products are used in various methods as a raw material to form a finished product.

As new innovations and regular improvements on the product mix are made, we have to continue to regularly improve and innovate in our operations in order to cater to the new and growing demand of our customers. For further details on our product portfolio, please refer to "Our Business- Our Products" on page no. 141.

E. Increasing competition in the industry;

We face competition from multiple competitors in the markets in which we operate. Success of our operations depends on our ability to effectively compete, including by continuing to distinguish our brand and products from competition by maintaining our brand perception centered around the values of trust and transparency and by continuing to optimize our product assortment and marketing campaigns to cater to preferences in the markets in which we operate. For further details, see "Business - Competition" on page 159.

F. Changes in fiscal, economic, or political conditions in India

Our results of operations are dependent on the overall economic conditions in the markets in which we operate. Any slowdown in these economies, including due to a global economic slowdown or changes in interest rates, government policies or taxation, social and civil unrest, pandemics and political, economic, or other developments could adversely affect our business and results of operations. Even though there are many factors that affect levels of consumer confidence and spending, demand for jewellery can be relatively inelastic in our markets as it is often purchased for wedding-related, religious, cultural, and sentimental reasons.

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES

In evaluating our business, we consider and use certain non-GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures and key performance indicators are not intended to be considered in isolation or as a substitute for the Restated Financial Information. We present these non-GAAP financial measures and key performance indicators because they are used by our management to evaluate our operating performance. These non-GAAP financial measures are not defined under Ind AS and are not presented in accordance with Ind AS. The non-GAAP financial measures and key performance indicators have limitations as analytical tools. Further, these non-GAAP financial measures and

key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.

EBITDA and EBITDA Margin

EBITDA is defined as our profit/loss before tax, finance cost and depreciation and amortisation. Profit/loss before tax margin is defined as profit/loss before tax divided by revenue from operations. EBITDA margin is defined as our EBITDA as a percentage of revenue from operations.

The following table reconciles our profit/loss before tax (an Ind AS financial measure) to EBITDA for the periods indicated.

ft in lakhs,

Category For the period ended September 30, 2023 For the Fiscal Year ended March 31,
2023 2022 2021
Restated (loss) / profit after tax 249.96 309.67 263.77 28.22
Add: Total Tax Expense 84.25 109.31 89.24 55.28
Add: Finance Costs 481.06 645.88 623.49 613.29
Add: Depreciation and Amortization expense 123.25 234.50 226.85 226.39
Add: Exceptional Items - - - 2.18
Less: Other Income 7.74 58.48 15.88 10.38
Earnings before interest, taxes, depreciation, and amortization expenses (EBITDA) 930.78 1240.88 1187.47 914.98
Revenue from operations 14269.48 25466.50 24435.08 18522.20
EBITDA Margin 6.52% 4.87% 4.86% 4.94%

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

ft in lakhs,

Category For the period ended September 30, 2023 For the Fiscal Year ended March 31, CAGR
2023 2022 2021
Revenue from Operations 14269.48 25466.50 24435.08 18522.20 11.20%
EBIDTA (1) 930.78 1240.88 1187.47 914.98 10.69%
EBIDTA Margin (%) (2) 6.52% 4.87% 4.86% 4.94% -
PAT 249.96 309.67 263.77 28.22 122.20%
PAT Margin (%) (3) 1.75% 1.22% 1.08% 0.15% -
ROE (4) 8.71% 13.90% 16.70% 1.97% -
ROCE (5) 16.43% 22.67% 27.35% 20.93% -

1. EBITDA is calculated as Profit for the period/year, plus total tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years), finance costs and depreciation and amortization expenses less other income.

2. EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations.

3. PAT Margin is calculated as restated PAT for the year/Period as a percentage of revenue from operations.

4. ROE is calculated as restated PAT for the year/Period divided by average shareholders equity.

5. ROCE is calculated as EBIT divided by capital employed.

PRESENTATION OF FINANCIAL INFORMATION

These Restated Financial Information have been compiled by the management from:

a) Our audited Ind AS interim financial statements for the period ended September 30, 2023 prepared in accordance with Ind AS notified under Companies Act, 2013 specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on March 07, 2024.

b) Our audited Ind AS financial statements for the year ended March 31, 2023 prepared in accordance with Ind AS notified under Companies Act, 2013 specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on May 20, 2024.

c) Our audited Ind AS financial statements for the year ended March 31, 2022 prepared in accordance with Ind AS notified under Companies Act, 2013 specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on September 02, 2022.

d) Audited financial statements of the Company for the years ended, March 31, 2021 and March 31, 2020 prepared in accordance with the accounting standards notified under the section 133 of the Act ("Indian GAAP") and other accounting principles generally accepted in India, at the relevant time, which have been Audited and reported by erstwhile Statutory Auditor Karnani & Co., Chartered Accountants.

The optimizing policies have been consistently applied by our Company in preparation of the Restated Financial Statements and are consistent with those adopted in the preparation of financial statements for the period ended September 30, 2023.

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

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

¦ Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, retrospectively for the period ended September 30, 2023 and for the years ended March 31, 2023, March 21, 2022 and March 31, 2021, in order to bring them in line with the groupings as per the Restated Financial Statements of for the period ended September 30, 2023 and the requirements of the SEBI ICDR Regulations, if any; and

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

SIGNIFICANT ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations is based on the Restated Financial Statements. For details of significant accounting policies followed by us while preparing our financial statements, see "Financial Statements" on page 204.

OVERVIEW OF REVENUE & EXPENDITURE

Revenue and Expenses

Our revenue and expenses are reported in the following manner:

Total Revenue

Our Total Revenue comprises of revenue from operations and other income.

> Revenue from operations - Our revenue from operations majorly comprises of sale of billets Aluminium and Copper metal which are made from the recycling process of the scrap metals. Our company is also engaged in the business of manufacturing many byproducts from these billets like Aluminium bars, Copper bars, Copper tubes, Aluminium tubes etc.

> Other Income - Our other income primarily includes income from interest on loans and advances and other non-operating income.

Expenses

Our expenses comprise of cost of materials consumed, purchase of Stock-in-Trade, Changes in inventories

of Finished Goods, WIP and Traded Goods, employee benefit expenses, finance costs, depreciation &

amortization expenses and other expenses.

> Cost of material consumed - Cost of material consumed primarily consists of cost of procuring raw materials i.e., primarily scrap metal used to make billets of aluminium and copper and packaging material expense.

> Purchase of Stock-in-Trade - Purchases of stock-in-trade comprises of scrap metal of copper, aluminium, zinc, brass, nickel etc

> Change in inventories of Finished Goods, WIP and Traded Goods - Changes in inventories of finished goods is calculated based on the opening stock and closing stock of copper and aluminium tubes and rods and brass and other metal alloy products.

> Employee benefit expenses - Our employee benefit expenses mainly include Salaries and allowances, sales incentives, directors remuneration, bonuses, contribution to provident fund and other funds, gratuity and other staff welfare expenses.

> Finance costs - Our finance costs include interest on secured and unsecured borrowings, lease liabilities and other borrowing costs.

> Depreciation and amortization expenses - Depreciation and amortisation expenses majorly comprises of depreciation of property, plant and equipment.

> Other expenses - Other expenses comprise of manufacturing and service cost, administration, selling and other expenses.

OUR RESULTS OF OPERATIONS

The following table sets forth selected financial data from our Restated Statement of profit and loss for the period ended September 30, 2023 and the Financial Year ended on March 31, 2023, 2022 and 2021, the components of which are also expressed as a percentage of total revenue for such periods:

ft in lakhs)

Particulars For the Period ended September 30, 2023 For the Year ended March 31, 2023 For the Year ended March 31, 2022 For the Year ended March 31, 2021
Amount (%)* Amount (%)* Amount (%)* Amount (%)*
Revenue:
Revenue from operations 14269.48 99.95% 25,466.50 99.77% 24,435.08 99.94% 18,522.20 99.94%
Other income 7.74 0.05% 58.48 0.23% 15.88 0.06% 10.38 0.06%
Total Revenue 14277.22 100.00% 25,524.98 100.00% 24,450.96 100.00% 18,532.58 100.00%
Expenses:
Cost of materials consumed 13891.77 97.30% 24,492.35 95.95% 23,720.07 97.01% 18,198.98 98.20%
Changes in inventories of Finished Goods, WIP and Traded Goods (1,221.27) (8.55%) (1,310.54) (5.13%) (1,298.40) (5.31%) (1,218.90) (6.58%)
Employee benefits expense 108.32 0.76% 180.31 0.71% 154.31 0.63% 157.89 0.85%
Finance costs 481.06 3.37% 645.88 2.53% 623.49 2.55% 613.29 3.31%
Depreciation and amortization expense 123.25 0.86% 234.5 0.92% 226.85 0.93% 226.39 1.22%
Other expenses 559.88 3.92% 863.5 3.38% 671.63 2.75% 469.25 2.53%
Total Expenses 13,943.01 97.66% 25,106.00 98.36% 24,097.95 98.56% 18,446.90 99.54%
Profit / (loss) before tax 334.21 2.34% 418.98 1.64% 353.01 1.44% 85.68 0.46%
Exceptional Items - - - - - - 2.18 0.01%
Tax Expense
Current Tax - - - - - - - -
Deferred tax (credit)/charge 84.25 0.59% 109.31 0.43% 89.24 0.36% 21.52 0.12%
MAT Credit Reversal - - - - - - 33.76 0.18%
Total Tax Expense 84.25 0.59% 109.31 0.43% 89.24 0.36% 55.28 0.30%
Profit for the year/period 249.96 1.75% 309.67 1.21% 263.77 1.08% 28.22 0.15%

SUMMARY ON RESULT OF OPERATIONS FROM OUR RESTATED FINANCIAL STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED SEPTEMBER 30, 2023 AND THE YEAR ENDED MARCH 31, 2023, 2022 AND 2021

Total Revenue

Total revenue comprises of revenue from operations and other income which are as described below:

> Revenue from operations - Our revenue from operations majorly comprises of sale of billets Aluminium and Copper metal which are made from the recycling process of the scrap metals. Our company is also engaged in the business of manufacturing many byproducts from these billets like Aluminium bars, Copper bars, Copper tubes, Aluminium tubes etc.

Particulars For the Period ended on September 30, 2023 For the year ended March 31, 2023 For the year ended March 31, 2022 For the year ended March 31, 2021
Amount % Amount % Amount % Amount %
Domestic
Aluminium Product 2,640.38 18.50% 4,787.57 18.76% 4,523.51 18.50% 3,031.87 16.36%
Brass and Alloys Product 4,524.90 31.69% 5,843.59 22.89% 4,975.45 20.35% 2,471.50 13.34%
Copper Product 6,863.91 48.08% 14,108.14 55.27% 14,105.05 57.69% 12,439.42 67.12%
Total Domestic (A) 14,029.19 98.27% 24,739.30 96.92% 23,604.01 96.54% 17,942.79 96.82%
Exports
Aluminium Product - 0.00% - 0.00% 0.00 0.00% 0.00 0.00%
Brass and Alloys Product - 0.00% - 0.00% 315.51 1.29% 248.24 1.34%
Copper Product - 0.00% - 0.00% 6.56 0.03% 50.05 0.26%
Total Exports (B) - 0.00% - 0.00% 322.07 1.32% 298.29 1.60%
Other Operating Income (C) 240.29 1.68% 727.20 2.85% 509.00 2.08% 281.12 1.52%
Total Revenue from Operation (A)+(B)+(C) 14,269.48 99.95% 25,466.50 99.77% 24,435.08 99.94% 18,522.20 99.94%
Other Income (D) 7.74 0.05% 58.48 0.23% 15.88 0.06% 10.38 0.06%
Total Revenue (A)+(B)+(C)+(D) 14,277.22 100.00% 25,524.98 100.00% 24,450.96 100.00% 18,532.58 100.00%

> Other income - The other income of our company is below 10% of the total income of our company. Breakup of other income is set forth for the period indicated:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31,
2023 2022 2021
Interest Income
> Interest on Banks on Deposit 3.95 6.56 5.98 6.48
> Interest from Income Others 2.68 1.61 1.61 2.04
> Interest on Income tax Refund - 3.81 - 0.33
Other Non-Operating Income
> Gain on Foreign Exchange Fluctuation (net) 1.11 - 1.49 1.53
> Other Non-Operating Income
> Subsidy/ Grant Received - 46.50 2.70 -
> Income on Investment Activities - - 4.10 -
Total 7.74 58.48 15.88 10.38

Total Expenses

Our total expenses comprise of (i) Cost of materials consumed (ii) Changes in inventories of Finished Goods, WIP and Traded Goods (iii) employee benefits expense, (iv) finance cost, (v) depreciation and amortization expense and (vi) other expenses.

> Cost of material consumed - The following table sets forth a breakdown of our cost of materials consumed for the periods indicated:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31,
2023 2022 2021
Raw Material
Opening Stock at the beginning of the year 506.56 399.45 66.33 289.54
Add: Purchases and Incidental Expenses (Net of returns, claims/ discount, if any) 13,738.07 24,599.46 24,053.19 17,975.77
Less: Closing Stock at the end of the year 352.86 506.56 399.45 66.33
Total 13,891.77 24,492.35 23,720.07 18,198.98

> Changes in inventories of Finished Goods, WIP and Traded Goods - The following table sets forth a breakdown of changes in inventories of Finished Goods, WIP and Traded Goods for the periods indicated:

R in lakhs)

Particulars For the period ended For the fiscal year ended March 31,
September 30, 2023 2023 2022 2021
Opening Stock
Work-in-Progress 5,997.17 4,733.40 3,704.50 2,405.34
Finished Goods / Stock-in Trade 491.92 445.15 175.65 255.91
6,489.09 5,178.55 3,880.15 2,661.25
Closing Stock
Work-in-Progress 7,369.11 5,997.17 4,733.40 3,704.50
Finished Goods / Stock-in Trade 341.25 491.92 445.15 175.65
7,710.36 6,489.09 5,178.55 3,880.15
Total (1,221.27) (1,310.54) (1,298.40) (1,218.90)

> Employee Benefit Expenses - The following table sets forth a breakdown of our employee benefits expense for the periods indicated:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31,
2023 2022 2021
Salary and Wages 86.83 130.13 107.02 103.66
Directors Remuneration - - 19.50 29.06
Contribution to ESI and PF 5.44 10.47 8.56 7.32
Staff Welfare Expenses 13.24 35.20 15.40 13.85
Gratuity (net of reversals, if any) Expenses 2.81 4.51 3.83 4.00
Total 108.32 180.31 154.31 157.89

> Finance Costs - Bifurcation of finance costs is described below:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31,
2023 2022 2021
Interest expense:
> Interest to Bank 153.65 159.27 159.96 210.02
> Bill Discounting Charges 52.63 29.17 18.20 34.56
> Bank Charges 50.03 33.68 37.62 34.24
Financial Expenses to Others:
> Interest from/to Suppliers and Others 221.46 421.30 405.38 331.14
> Interest on Duties and Taxes - 0.52 0.33 0.54
> Interest Expenses 3.29 1.94 2.00 2.79
Total 481.06 645.88 623.49 613.29

> Depreciation and Amortization Expenses - Following is the bifurcation of the depreciation expense:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31,
2023 2022 2021
Depreciation on Property, Plant and Equipments 122.71 233.41 225.76 225.30
Amortization of Leasehold Land 0.54 1.09 1.09 1.09
Total 123.25 234.50 226.85 226.39

> Other expenses - The following table sets forth a breakdown of our other expenses for the periods indicated:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31,
2023 2022 2021
Manufacturing & Service Cost
Freight and Transportation Expenses 11.39 8.04 4.99 6.50
Job Work and Labour expenses 105.66 115.13 104.59 25.74
Power and Fuel Expenses 380.54 661.46 472.29 401.08
Rent 4.72 0.40 0.43 0.36
Repairs and Maintenance Expenses 0.91 4.16 13.10 0.84
Water Expenses 0.07 0.19 0.21 0.20
Total Manufacturing & Service Cost 503.29 789.38 595.61 434.72
Administration, Selling & Other Expenses
Auditors Remuneration 0.73 1.45 1.20 1.20
Commision on Sales 0.40 3.85 13.13 3.42
Carriage Outwards 14.50 8.45 5.54 4.11
Conveyance and Travelling Expenses 0.16 1.13 0.33 0.10
Consultancy Fees 5.24 15.26 14.29 5.29
Duties and Taxes 0.47 10.23 0.26 0.86
Insurance Expense 23.80 23.83 21.24 15.45
Office Expenses 0.66 1.65 1.05 1.11
Repairs and Maintenance 0.24 0.03 5.56 0.48
Sales Promotion Expenses 0.20 - 0.03 -
Export Expenses 0.30 0.06 5.94 2.86
Printing & Stationery 0.33 0.62 0.36 0.45
Telephone Expenses 0.24 0.48 0.55 0.39
License and Membership fees 2.07 2.20 6.84 1.72
Vehicle Running and Maintenance Expense 2.42 3.46 0.61 0.51
Expected Credit Loss 3.60 0.63 (0.91) (3.42)
Loss on foreign exchange fluctuation - 0.79 - -
Written Off 1.23 - - -
Total Administration, Selling & Other Expenses 56.59 74.12 76.02 34.53
Grand Total 559.88 863.50 671.63 469.25

Tax Expenses

Our tax expenses comprise of current tax and deferred tax.

Any significant dependence on a single or few suppliers or customers

We majorly procure our raw materials and finished goods from our top 10 third party supplier and have dependence from them. For further details, please see "Risk Factor No. 2 - We are highly dependent upon a limited number of suppliers. 80.98%, 87.42%, 92.75% and 88.28% of our Total

Purchases are derived from our top 10 suppliers for the period ended on September 30, 2023, and Fiscal Years ended on March 31, 2023, 2022 and 2021. Further our 50.65%, 52.35%, 73.18%, and 66.75% of our total purchases for the period ended on September 30, 2023, and Fiscal Years ended on March 31,2023, 2022 and 2021 are procured from our holding and group companies. Any failure of our suppliers to deliver these products in the necessary quantities or to adhere to delivery schedules, credit terms or specified quality standards and technical specifications may adversely affect our business and our ability to deliver orders on time at the desired level of quality." on Page 32. The following is the breakup of top five and top ten customers and suppliers of our Company as on September 30, 2023 are as below:

Particulars Customers Suppliers
Amount Percentage Amount Percentage
Top 5 12,090.4 84.73% 9,724.65 70.79%
Top 10 12,842.08 90.00% 11,124.73 80.98%

The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2023 are as below:

ft in lakhs)

Particulars Customers Suppliers
Amount % of Total Sales Amount % of Total Purchases
Top 5 24,622.84 97.73% 17,790.34 72.32%
Top 10 25,195.09 98.93% 21,505.37 87.42%

CHANGES IN ACCOUNTING POLICIES IN LAST THREE YEARS

There has been no change in accounting policy in the last 3 years except for the provision of gratuity on an actuarial basis. For further details, please refer to chapter titled "Financial Statements" beginning on page 204.

COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2023, WITH FINANCIAL YEAR ENDED MARCH 31, 2022

Total Revenue:

in tnkhc

2022-23 2021-22 Variance in %
25,524.98 24,450.96 4.39%

Our total revenue has increased by 4.39% to ^ 25,524.98 Lakhs for the financial year 2022-23 from ^ 24,450.96 Lakhs for financial year 2021-22 bifurcated into revenue from operations and other income.

Revenue from Operations

ft in lakhs,

2022-23 2021-22 Variance in %
25,466.50 24,435.08 4.22%

Revenue from Operations has increased by 4.22% to ^ 25,466.50 Lakhs for financial year 2022-23 from ^ 24,435.08 Lakhs for financial year 2021-22 due to the increased demand of our products and sales in higher volumes to our existing customers compared to the previous year.

Other Income

ft in lakhs,

2022-23 2021-22 Variance in %
58.48 15.88 268.26%

During the year 2022-23, the other income of our company increased to ^ 58.48 Lakhs from ^ 15.88 Lakhs in 2021-22, representing an increase of 268.26%. This increase was majorly due to the Subsidy received by the company of ^ 46.50 Lakhs.

Total Expense

(^ in lakhs.

2022-23 2021-22 Variance in %
25,106.00 24,097.95 4.18%

The total expenditure for the financial year 2022-23 was increased to ^ 25,106.00 Lakhs from ^ 24,097.95 Lakhs in 2021-22, representing a slight increase of 4.18% mainly due to increase in the cost of raw material consumed and employee benefit expenses.

Cost of material consumed.

in lakhs.

2022-23 2021-22 Variance in %
24,492.35 23,720.07 3.26%

Cost of material consumed for the financial year 2022-23 increased to ^ 24492.35 Lakhs from ^ 23720.07 Lakhs in 2021-22, representing an increase of 3.26% mainly due to the increase in the sales.

Changes in inventories of Finished Goods, WIP and Traded Goods

(^ in lakhs.

2022-23 2021-22 Variance in %
(1310.54) (1298.40) 0.93%

Changes in inventories of Finished Goods, WIP and Traded Goods for the financial year 2022-23 decreased to ^ (1,310.54) Lakhs from ^ (1298.40) Lakhs in 2021-22.

Employee benefits expenses

2022-23 2021-22 Variance in %
180.31 154.31 16.85%

Our Company incurred ^ 180.31 Lakhs as employee benefit expenses in 2022-23, as compared to ^ 154.31 Lakhs in 2021-22, reflecting a slight increase of 16.85%. This was mainly due to increase in Salaries and wages by ^ 23.11 Lakhs, Gratuity Expenses by ^ 0.68 Lakhs, Staff welfare expenses by ^ 19.80 Lakhs.

Finance Cost

in lakhs)
2022-23 2021-22 Variance in %
645.88 623.49 3.59%

Finance costs increased by ^ 22.39 Lakhs in 2022-23 over 2021-22, representing a change of 3.59%.

Depreciation and Amortization expense

(^ in lakhs.

2022-23 2021-22 Variance in %
234.50 226.85 3.37%

Depreciation for the financial year 2022-23 stood at ^ 234.50 Lakhs as compared to ^ 226.85 Lakhs in 2021-22, reflecting an increase of 3.37%.

Other Expense

2022-23 2021-22 Variance in %
863.50 671.63 28.57%

The companys other expenses saw an increase of 28.57%, amounting to ^ 191.87 Lakhs, majorly due to the following factors:

(^ in lakhs)

Particulars 2022-23 2021-22 Variance
Freight and Transportation Expenses 8.04 4.99 3.05
Job Work and Labour expenses 115.13 104.59 10.72
Power and Fuel Expenses 661.46 472.29 189.17

Provision for Tax and Net Profit

Particulars 2022-23 2021-22 Variance in %
Taxation Expenses 109.31 89.24 22.49%
Profit after Tax 309.67 236.77 17.40%

Our current tax expense increased by 22.49% to ^ 109.31 Lakhs in FY 2022-23 from ^ 89.24 Lakhs in FY 2021-22, primarily due to an increase in our taxable income.

As a result of the foregoing factors, our profit for FY 2022-23 increased to ^ 309.67 Lakhs from ^ 263.77 Lakhs for FY 2021-22.

COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2022 WITH FINANCIAL YEAR ENDED MARCH 31, 2021

Total Revenue:

2021-22 2020-21 Variance in %
24,450.96 18,532.58 31.94%

Our total revenue has increased by 31.94% to ^ 24,450.96 Lakhs for financial year 2021-22 from ^ 18,532.58 Lakhs for financial year 2020-21 bifurcated into revenue from operations and other income.

Revenue from Operations

2021-22 2020-21 Variance in %
24,435.08 18,522.20 31.92%

Revenue from Operations has increased by 31.92% to ^ 24,435.08 Lakhs for financial year 2021-22 from ^ 18,522.20 Lakhs for financial year 2020-21 due to the resumption normal business operations and revival of the economy after COVID 19 pandemic, which led in the increase in the prices of our products and contributed to the increased revenue of the company.

Other Income

2021-22 2020-21 Variance in %
15.88 10.38 52.98%

During the year 2021-22, the other income of our company increased to ^ 15.88 Lakhs from ^ 10.38 Lakhs in 2020-21, representing an increase of 52.98%.

2021-22 2020-21 Variance in %
24,097.95 18,446.90 30.63%

The total expenditure for the financial year 2021-22 was increased to ^ 24,097.95 Lakhs from 18,446.90 Lakhs in 2020-21, representing a 30.63% increase, primarily owing to increase in our cost o sales and purchase of stock-in-trade.

Cost of material consumed.

ft in lakhs)

2021-22 2020-21 Variance in %
23,720.07 18,198.98 30.34%

Cost of material consumed for the financial year 2021-22 increased to ^ 23,720.07 Lakhs from ^ 18,198.98 Lakhs in 2020-21, representing an increase of 30.34%. This was primarily attributable to the increase in purchases and increase in manufacturing activity on account of the high demand of products in the market and maintenance of large amount of stock in the showrooms.

Changes in inventories of Finished Goods, WIP and Traded Goods

2021-22 2020-21 Variance in %
(1,298.40) (1,218.90) 6.52%

Changes in inventories of Finished Goods, WIP and Traded Goods for the financial year 2021-22 increased to ^ (1,298.40) Lakhs from ^ (1,218.90) Lakhs in 2020-21, majorly due to due to optimizing of the inventory.

Employee benefits expenses

2021-22 2020-21 Variance in %
154.31 157.89 (2.27%)

Our Company has incurred ^ 154.31 Lakhs as employee benefit expenses in 2021-22, as compared to ^ 157.89 Lakhs in 2020-21, reflecting a decrease of 2.27%.

Finance Cost

2021-22 2020-21 Variance in %
623.49 613.29 1.66%

Finance costs increased by ^ 10.20 lakhs in 2021-22 over 2020-21, representing a change of 1.66%. This slight increase was due to an increase in bank interest on account of increase in working capital limits and unsecured loans.

Depreciation and Amortization expense

2021-22 2020-21 Variance in %
226.85 226.39 0.20%

Depreciation for the financial year 2021-22 stood at ^ 226.85 Lakhs as compared to ^ 226.39 Lakhs in 2020-21, showing a marginal increase of 0.20%.

2021-22 2020-21 Variance in %
671.63 469.25 43.13%

The companys other expenses saw an increase of 43.13%, amounting to ^ 202.38 Lakhs, majorly due to increase in the following expenses:

Particulars 2021-22 2020-21 Variance
Job Work and Labour expenses 104.59 25.74 78.85
Power and Fuel Expenses 472.29 401.08 71.21
Repairs and Maintenance Expenses 13.10 0.84 12.26
License and Membership fees 6.84 1.72 5.12
Consultancy Fees 14.29 5.29 9.00
Commission on Sales 13.13 3.42 9.71

The expenses have increased on account of the increase in cost of sales. The business operations o: the company have increased, thereby optimizing stock in the showrooms.

Provision for Tax and Net Profit

Particulars 2021-22 2020-21 Variance in %
Taxation Expenses 89.24 55.28 61.43%
Profit after Tax 263.77 28.22 834.69%

Our current tax expense increased by 61.43% to ^ 89.24 Lakhs in FY 2021-22 from ^ 55.28 Lakhs in FY 2020-21, primarily due to an increase in our taxable income.

As a result of the foregoing factors, our profit for FY 2021-22 increased to ^ 263.77 Lakhs from ^ 28.22 Lakhs for FY 2020-21.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short-term working capital requirements.

CASH FLOW

The table below summaries our cash flows from our Restated Financial Information for the period ended September 30, 2023, and fiscal year ended March 31, 2023, 2022 and 2021:

Particulars For the period ended September 30, 2023 For the fiscal year ended March 31
2022-23 2021-22 2020-21
Net cash generated from / (used in) operating activities 736.17 (338.23) 881.96 550.11
Net cash generated from / (used in) Investing Activities (157.13) (212.84) (63.94) (26.61)
Net cash generated from / (used in) from financing activities (529.07) 539.69 (819.34) (521.41)
Net Increase / (decrease) in Cash & Cash Equivalents 49.97 (11.38) (1.32) 2.09
Cash and cash equivalents at the beginning of the year 5.54 16.92 18.24 16.15
Cash and cash equivalents at the end of the year 55.51 5.54 16.92 18.24

OPERATING ACTIVITIES

Stub Period ended September 30, 2023

Our net cash generated from operating activities was ^ 736.17 Lakhs for the stub Period ended September 30, 2023. Our operating profit before working capital changes was ^ 929.96 Lakhs which was primarily adjusted for increase in inventories by ^ 1067.57 Lakhs, increase in Other Current Asset by ^ 115.08 Lakhs and increase in Trade receivables by ^ 716.95 Lakhs. This was significantly offset by increase in Trade Payables by ^ 1681.50 Lakhs.

Financial year 2022-23

Our net cash used in operating activities was ^ (338.23) Lakhs for the financial year 2022-23. Our operating profit before working capital changes was ^ 1,287.84 Lakhs which was primarily adjusted for increase in inventories by ^ 1,417.65 Lakhs, increase in Trade receivables by ^ 124.97 Lakhs and decrease in Trade payables by ^ 120.82 Lakhs. This was slightly offset by increase in Other Current Liabilities by ^ 40.38 Lakhs.

Financial year 2021-22

Our net cash generated from operating activities was ^ 881.96 Lakhs for the financial year 2021-22. Our operating profit before working capital changes was ^ 1,195.45 Lakhs which was primarily adjusted for increase in inventories by ^ 1,631.52 Lakhs. This was significantly offset by decrease in Trade Receivables by ^ 180.56 Lakhs and increase in Trade Payables by ^ 1,170.08 Lakhs.

Financial year 2020-21

Our net cash generated from operating activities was ^ 550.11 Lakhs for the financial year 2020-21. Our operating profit before working capital changes was ^ 911.96 Lakhs which was primarily adjusted for increase in inventories by ^ 995.69 Lakhs, decrease in trade payables by ^ 127.48 Lakhs. This was partially offset by decrease in trade receivables by ^ 680.64 Lakhs, decrease in other current assets by ^ 135.53 Lakhs. The cash generated from operations has also been adjusted for tax paid of ^ 33.76 Lakhs.

INVESTING ACTIVITIES

Stub Period ended September 30, 2023

Net cash used in investing activities was ^ (157.13) lakhs for the stub Period ended September 30, 2023. This was primarily on account of the purchase of fixed assets amounting to ^ 94.26 Lakhs.

Financial year 2022-23

Net cash used in investing activities was ^ (212.84) lakhs for the financial year 2022-23. This was primarily on account of the purchase of fixed assets amounting to ^ 205.80 Lakhs.

Financial year 2021-22

Net cash used in investing activities was ^ (63.94) lakhs for the financial year 2021-22. This was primarily on account of the purchase of fixed assets amounting to ^ 97.48 Lakhs which was slightly offset by sale of Investments amounting to ^ 25.00 Lakhs.

Financial year 2020-21

Net cash used in investing activities was ^ (26.61) lakhs for the financial year 2020-21. This was primarily on account of the purchase of fixed assets amounting to ^ 53.87 Lakhs which was slightly offset by changes in Other financial Assets amounting to ^ 21.72 Lakhs.

FINANCING ACTIVITIES

Stub Period ended September 30, 2023

Net cash utilized from financing activities for the Stub Period ended September 30, 2023 was 529.07) lakhs. This was primarily on account of Interest and Finance Charges of ^ 477.77 Lakhs, repayment of short-term borrowings of ^ 65.71 Lakhs. This was slightly offset by increase in Long Term Borrowings by ^ 14.41 Lakhs.

Financial year 2022-23

Net cash generated from financing activities for the financial year 2022-23 was ^ 539.69 lakhs. This was primarily on account of Interest and Finance Charges of ^ 643.94 Lakhs. This was significantly offset by increase in Short Term Borrowings by ^ 369.26 Lakhs and Proceeds from Issue of Shares of ^ 720.00 Lakhs.

Financial year 2021-22

Net cash utilized from financing activities for the financial year 2021-22 was ^ (819.34) lakhs. This was primarily on account of Interest and Finance Charges of ^ 621.49 Lakhs, repayment of long-term borrowings of ^ 33.47 Lakhs and payments towards Short Term Borrowings of ^ 164.38 Lakhs.

Financial year 2020-21

Net cash utilized from financing activities for the financial year 2020-21 was ^ (521.41) Lakhs. This was on account of Interest and Finance Charges of ^ 610.50 Lakhs, repayment of long-term borrowings of ^ 124.72 Lakhs. This was offset by proceeds from short-term borrowings of ^ 213.82 Lakhs.

FINANCIAL INDEBTEDNESS

As on February 29, 2023, our company has total outstanding of secured borrowings from banks aggregating to ^ 4,326.22 Lakhs in the ordinary course of business.

CONTINGENT LIABILITIES

The following table sets forth our contingent liabilities and commitments as on September 30, 2023 as per restated financial statements:

Other monies for which our Company is contingently liable As at September 30, 2023*
Indirect Tax Matters 43.99*
Bank Guarantees 25.00
Total 68.99

*Indirect Tax matters related to Goods and Service Tax demand raised by the concerned GST authority. As per order dated as on December 22, 2023, the demand has been concluded and has been paid by the Company as on August 09, 2023.

OFF-BALANCE SHEET ITEMS

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

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, Short Term Borrowing, rent, Guarantee Fees, etc. For further details of such related parties under Ind AS-24, refer chapter titled "Financial Statements as Restated" beginning on page 204.

CHANGES IN ACCOUNTING POLICIES IN LAST THREE YEARS

There is no change in accounting policy in the last 3 years except for the provision of gratuity on an actuarial basis. For further details, please refer to chapter titled "Financial Statements as Restated" beginning on page 204.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK Credit Risk

Credit risk is the risk of financial loss to the Company, if a customer or the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivables from customers and from its investing activities, including deposits with banks. The carrying amounts of financial assets represent the maximum credit risk exposure.

Liquidity Risk

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

Market Risks

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: price risk, currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Effect of Inflation

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, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Other than as disclosed in the section titled "Risk Factors" beginning on page 30 to our knowledge 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 changes in relationship between costs and revenues

Other than as described in chapter titled "Risk Factors" beginning on page 30 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue. Our Companys future costs and revenues will be determined by demand/ supply situation, government policies, global market situation and prices of our material.

New Products or Business Segments

Other than as described elsewhere in this Draft Red Herring Prospectus, there are no new products or

business segments in which we operate.

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

Indian rules and regulations as well as the overall growth of Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

Other than as described in the section titled "Risk Factors" beginning on page 30, to our knowledge there are no significant economic changes that materially affects or are likely to affect income of our Company from continuing operations.

The extent to which material increases in net sales or revenue are due to better product quality and increase in number of customers

Increase in revenue is by and large linked to increases in volume of business activity by the Company.

Total turnover each Major Industry Segment

Total turnover of our Company is generated from only one Industry segment.

Reservations, qualifications and adverse remarks

Except as disclosed in chapter titled "Financial Statements as Restated" beginning on page 204, there have been no reservations, qualifications and adverse remarks.

Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution

Except as disclosed in chapter titled "Financial Statements as Restated" beginning on page 204, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Status of any publicly announced new products / projects or business segments

Our Company has not announced any new projects or business segments, other than disclosed in the Draft Red Herring Prospectus. For details of our new projects or business segments please refer to the chapter titled "Our Business" beginning on page 137.

Increase in income

Increases in our income are due to the factors described above in this chapter under "Key Factors that may affect our Results of Operation" on page 248 and chapter titled "Risk Factors" beginning on page 30.

Any significant dependence on a single or few suppliers or customers

We majorly procure our raw materials and finished goods from our top 10 third party supplier and have dependence from them. For further details, please see "Risk Factor No. 2 - We are highly dependent upon a limited number of suppliers. 80.98%, 87.42%, 92.75% and 88.28% of our Total Purchases are derived from our top 10 suppliers for the period ended on September 30, 2023, and Fiscal Years ended on March 31, 2023, 2022 and 2021. Further our 50.65%, 52.35%, 73.18%, and 66.75% of our total purchases for the period ended on September 30, 2023, and Fiscal Years ended on March 31,2023, 2022 and 2021 are procured from our holding and group companies. Any failure of our suppliers to deliver these products in the necessary quantities or to adhere to delivery

schedules, credit terms or specified quality standards and technical specifications may adversely affect our business and our ability to deliver orders on time at the desired level of quality." on Page 32. The following is the breakup of top five and top ten customers and suppliers of our Company as on September 30, 2023 are as below:

Particulars Customers Suppliers
Amount Percentage Amount Percentage
Top 5 12,090.4 84.73% 9,724.65 70.79%
Top 10 12,842.08 90.00% 11,124.73 80.98%

The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2023 are as below:

Particulars Customers Suppliers
Amount % of Total Sales Amount % of Total Purchases
Top 5 24,622.84 97.73% 17,790.34 72.32%
Top 10 25,195.09 98.93% 21,505.37 87.42%

Competitive Conditions

s

We face competition from existing and potential organized and unorganized competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" beginning on page 137.

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