The following discussion is intended to convey our management s perspective on our financial condition and results of operations included in the Financial Statements.
Please read " Certain Conventions, Presentation of Financial, Industry and Market Data - Financial Data " on page 29 before reading this section. This section should be read together with " Risk Factors " , " Industry Overview " , " Our Business " , " Other Financial Information " and " Restated Financial Information " on pages 35, 156, 244, 363 and 304, respectively.
This section contains forward-looking statements. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. See " Forward-Looking Statements " on page 33 for a discussion of the risks and uncertainties related to those statements and " Risk Factors " on page 35 for a discussion of certain factors that may affect our business, financial condition, results of operations or cash flows.
Unless stated otherwise, all financial information in this section is based on or derived from the Restated Financial Information included on page 304 of this Draft Red Herring Prospectus. Our Company s financial year ends on March 31 of every year, so all references to a particular Fiscal are to the twelve-month period ended March 31 of that year. Furthermore, this Draft Red Herring Prospectus also includes our financial information derived from the Restated Financial Information as at and for the three months ended June 30, 2025. These figures are not directly comparable to our full-year financial information and results of operations.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled, " Industry assessment for control technologies used in automotive, generator and power tools industry " ( " CRISIL Report " ) dated November 2025, prepared and issued by CRISIL Intelligence, which has been commissioned and exclusively paid for by us pursuant to an engagement letter dated November 2025 and prepared exclusively in connection with the Offer. The CRISIL Report is available at the following web-link: https://www.sedemac.com/investors/financial-information/financial-performance. Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report and included herein with respect to any particular year, refers to such information for the relevant year. For further information, see " Risk Factors Internal Risks - This Draft Red Herring Prospectus contains information from third parties, including an industry report prepared by an independent third-party research agency, CRISIL Intelligence, which we have commissioned and paid for to confirm our understanding of our industry exclusively in connection with the Offer and reliance on such information for making an investment decision in this Offer is subject to inherent risks. " on page 69.
OVERVIEW
For details in relation to an overview of our business, see " Our Business " on page 244.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our financial condition, results of operations and cash flows are affected by a number of factors, including the following:
Sustained, robust profitable revenue growth
Our sustained, robust revenue growth is a key driver of our profitability and capital efficiency. Revenue from operations increased to 6,583.63 million in Fiscal 2025 from 4,230.28 million in Fiscal 2023, at a CAGR of 24.75%, and was 2,173.57 million for the three months ended June 30, 2025. This strong topline expansion has supported material improvements in margins and returns; with our profit for the year increasing from 85.73 million during Fiscal 2023 to
470.45 million during Fiscal 2025 and consequent increase in our profit for the year margin (%) which increased from 2.03% in Fiscal 2023 to 7.15% in Fiscal 2025. Our profit for the period (%) for the three months ended June 30, 2025, was 170.69 million while our profit for the period margin was 7.85% for the same period. These profitability gains have been a result of our operating leverage.
Margin expansion and cash flow generation through cost efficiency and strong market position
Our ability to develop and integrate proprietary technology and maintain full control across design, engineering, and manufacturing has enabled us to consistently deliver products with good margins. Our differentiated, first-to-market offerings allow us to sustain prices while driving widespread adoption, resulting in revenue growth of 24.07% to 6,583.63 million in Fiscal 2025 compared to 5,306.53 million for Fiscal 2024. Importantly, our disciplined control on cost of goods sold
( " COGS " ) has significantly enhanced profitability, in particular, during Fiscal 2025. COGS as a percentage of total income declined from 67.74% in Fiscal 2024 to 61.98% in Fiscal 2025, inherently meaning that less of each rupee earned is being spent on direct production costs. This improvement reflects effective procurement strategies, scale-driven efficiencies from higher sales volumes, and strong synergy across our product lines. The expanding margin is also evident in our EBITDA Margin (%), which improved to 19.00% in Fiscal 2025, from 15.66% in Fiscal 2024 and 12.82% in Fiscal 2023, respectively. Consistently strong EBITDA generation has contributed to robust operating cash flows enabling continued investment in research and innovation, while also providing greater financial flexibility to pursue new growth opportunities. Collectively, these results highlight our commitment to sustainable, profitable growth and reinforce confidence in our focus on developing fundamental technologies.
Capital efficiency and high returns
Our approach centres on disciplined investment, and seamless operational integration. This strategy consistently delivers high returns on capital. Despite robust revenue growth and an expanding business footprint, we have maintained a comparatively low level of capital employed, underscoring our efficiency in asset deployment.
As of March 31, 2025, our RoCE (%) stood at 33.79%, significantly increasing from 28.87% at March 31, 2024. This improvement reflects our ability to deliver differentiated, fundamental technology solutions that support strong pricing, enable scalable operations, and promote broad adoption driving sustained growth and superior margin expansion. High RoCE (%) underscores our disciplined approach to deploying capital efficiently and maximising returns on investments. Our consistent capital productivity demonstrates prudent resource management and a strong capacity to sustain long-term growth across market cycles.
Capital efficiency is fundamentally defined by achieving high earnings before interest and tax ( " EBIT " ) on a low level of invested capital. The primary enabler of both has been our sustained focus on developing and scaling products built on difficult-to-replicate, fundamental technologies. These proprietary platforms enable strong pricing powers to support above-market EBITDA margins and greatly enhance capital productivity. When successful, fundamental technology can yield outsized returns thanks to widespread adoption and lower direct competition, making our results not just a matter of operational discipline but also of distinct technological differentiation.
Our operational discipline, combined with differentiated technology and scalable platforms, continues to deliver sustained high returns for shareholders and robust capital efficiency across the business.
Balance sheet strength and disciplined leverage
A key factor supporting our stability and growth is our conservative approach to balance sheet management. We have consciously kept long-term debt at modest levels, with our Debt Equity Ratio improving to 0.21 as of March 31, 2025 compared to 1.37 as of March 31, 2024 and 1.16 as of March 31, 2023. Our Debt Equity Ratio as of June 30, 2025 was 0.18. This low level of leverage highlights financial resilience, allowing us to withstand periods of supply chain disruption and invest steadily in technology and capacity expansion. Our strong cash flow position, together with disciplined capital allocation, ensures ample funding for strategic initiatives while safeguarding against risk, thereby enhancing our reputation as a reliable partner to original equipment manufacturers and facilitating further expansion into new markets.
MATERIAL ACCOUNTING POLICIES
The following are the material accounting policies applied by our Company for preparing our financial statements:
Revenue recognition
Revenue from contracts with customers
Revenue is measured based on the consideration specified in a contract with a customer. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer. Amounts disclosed as revenue are net of Goods and Service Tax (GST).
Sale of goods
Revenue from sale of goods is recognised at the point in time when the related performance obligation is satisfied, which is generally on delivery of the goods. The normal credit term is 45 to 60 days upon delivery. The Company considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (for example, warranties). In determining the transaction price for the sale of goods, the Company considers the effects of variable consideration, the existence of significant financing components, non-cash consideration, and consideration payable to the customer, if any. Supply of toolings is considered as a separate performance obligation. This obligation is satisfied on billing after approval of the product(s) by the customer. The revenue is recognised at point in time and at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Variable consideration
If the consideration in a contract includes a variable amount (such as turnover discounts), the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. The estimate of variable consideration for expected future volume rebates/incentives, cash discounts and so on is made on the most likely amount method. Revenue is disclosed net of such amounts.
Significant financing component
Generally, the Company receives short-term advances from its customers. Using the practical expedient in Ind AS 115 Revenue from Contracts with Customers, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.
Warranty obligations
The Company typically provides warranties for general repairs of defects as per terms of the contract with customers. These assurance-type warranties are accounted for under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.
Sale of services
Income from services is recognised on the basis of time/work completed as per contract with the customers. The Company collects taxes on services (where applicable) on behalf of the government and, therefore, they are not economic benefits flowing to the Company. Hence, they are excluded from revenue.
Royalty income is recognised on the basis of number of units manufactured by the ultimate customer to whom products have been offered on royalty per unit basis.
Revenue from job work services is recognised in the accounting period in which the services are rendered.
Interest income
Interest income is recognised using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability.
In calculating interest income, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired). However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. Interest income is included in Other Income in the statement of Profit and Loss.
Contract balances
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. A contract liability is recognised if a payment is received from a customer before the Company transfers the related goods or services. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e. transfers control of the related goods or services to the customer).
Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer and is measured at the amount the Company ultimately expects it will have to return to the customer, including volume rebates and discounts. The Company updates its estimates of refund liabilities at the end of each reporting period.
Taxes
Tax expense comprises current tax and deferred tax.
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.
Current income tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss (in equity or other comprehensive income respectively). Current tax items are recognised in correlation to the underlying transaction either in FVOCI (fair value through other comprehensive income) or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company reflects the effect of uncertainty for each uncertain tax treatment by using either the most likely method or expected value method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
Temporary differences on the initial recognition of assets or liabilities in a transaction that: o is not a business combination; and o at the time of the transaction (i) affects neither accounting nor taxable profit or loss and (ii) does not give rise to equal taxable and deductible temporary differences; and
Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans of the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property is presumed to be recovered through sale.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Property, plant and equipment and depreciation of property, plant and equipment
All items of property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes purchase price, the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met and directly attributable to bringing the asset to its location and condition necessary for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.
The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met and if the amount is material.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all property, plant, and equipment recognised at 1 April 2023, measured as per previous GAAP, and use that carrying value as the deemed cost of such property, plant and equipment.
Gains or losses arising from derecognition of property, plant, and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised. Subsequent expenditure related to an item of tangible asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing property, plant and equipment, including routine repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.
The Company identifies and determines the cost of each component/part of the asset separately, if the component/part of the asset has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset.
Property, plant and equipment under construction or installation as at balance sheet date is shown as capital work in progress and is stated at cost, net of accumulated impairment loss, if any. Further, the related advances are shown under non-current assets.
Depreciation on property, plant, and equipment is calculated on a written down value method over the estimated useful lives of the assets as determined by Schedule II/Independent chartered engineer. Based on the report of an independent valuer and internal assessment, certain useful lives as below are believed to best represent the period over which the assets are expected to be used. Hence, the useful life for these assets are different from the useful lives as prescribed under Part C of Schedule II of The Companies Act 2013.
| Property, plant and equipment | Life as per Schedule II | Management Estimate |
| Computers | 3 6 years | 3 years |
| Plant and equipment | 15 50 years | 15 years |
| Furniture and fixtures | 10 years | 10 years |
| Vehicles | 8 10 years | 8 years |
| Office equipment | 5 years | 5 years |
| Jigs and fixtures | 5 years | 3 years |
| Buildings | 15 50 years | 30 years |
| Electrical installation | 10 years | 10 years |
The residual values, useful lives, and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. The Company reviews the estimated residual values and expected useful lives of assets at least annually. In particular, the Company considers the impact of health, safety, and environmental legislation in its assessment of expected useful lives and estimated residual values.
Pro-rated depreciation is provided on all assets purchased or sold during the year.
Leasehold improvements are depreciated over the primary period of lease, on a straight-line basis.
An item of property, plant, and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.
Intangible assets and amortization of intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses. Research costs are charged to the statement of profit and loss in the year in which they are incurred. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life of the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all intangible assets recognised at April 1, 2023, measured as per previous GAAP and use that carrying value as the deemed cost of such intangible assets.
Computer software
Software is amortised over a period of five years.
Research and development
Research costs are expensed as incurred. Development costs on an individual project are recognised as an intangible asset when the Company can demonstrate:
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale.
Its intention to complete and its ability and intention to use or sell the intangible asset.
How the intangible asset will generate future economic benefits.
The availability of resources to complete the intangible asset.
The ability to measure reliably the expenditure during development.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. During the period of development, the asset is tested for impairment annually. Capitalised development costs are amortised over the underlying project life, which is generally five years.
Leases
The Company assesses at contract inception whether a contract is or contains a lease under Ind AS 116 Leases . That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Companys lease asset classes primarily consist of the lease of buildings or premises.
Company as a lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments, and right-of-use (ROU) assets representing the right to use the underlying assets.
Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (the date when the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.
Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (for example, changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (those leases that have a lease term of twelve 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 of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Inventories
Inventories, which comprise raw materials, work-in-progress and finished goods, are carried at the lower of cost and net realisable value. Cost of inventories comprises all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition. In determining the cost, the first-in, first-out method is used. In the case of manufactured inventories and work-in-progress, cost includes fixed production overheads. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.
The comparison of cost and net realisable value is made on an item-by-item basis.
Provisions and contingent liabilities
Provisions are recognised 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. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements unless the possibility of an outflow embodying economic benefits is remote.
Provisions, contingent liabilities, and commitments are reviewed by management at each balance sheet date.
Employee benefits
Defined contribution plan
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation other than the contribution payable to the provident fund. The Company recognises contribution payable to the provident fund scheme as an expense when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, the excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
Defined benefit plan
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan
( the asset ceiling ). To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Gratuity
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on the projected unit credit method at the end of each financial year. Remeasurements, comprising actuarial gains and losses and the effect of the asset ceiling (excluding amounts included in net interest on the net defined benefit liability) are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods. The Company does not have any planned assets.
Past service costs are recognised in profit or loss on the earlier of the date of the plan amendment or curtailment, and the date that the Company recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
Net interest expense or income.
Compensated absences
Accumulated leave, which is expected to be utilised within the next twelve months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Company recognises the expected cost of short-term employee benefit as an expense, when an employee renders the related service. The Company treats accumulated leave expected to be carried forward beyond twelve months as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the reporting date. Actuarial gains or losses are immediately taken to the statement of profit and loss and are not deferred. The obligations are presented as current liabilities in the balance sheet since the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Short-term employee benefits
Short-term employee benefits are measured on an undiscounted basis and expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Share-based payment
Employees (including senior executives) of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
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.
Financial assets
Initial recognition and measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial assets are classified and subsequently measured at amortised cost, fair value through other comprehensive income (FVOCI), and fair value through profit or loss (FVTPL). The classification of financial assets depends on the financial asset s contractual cash flow characteristics and the Company s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section d. Revenue from contracts with customers.
The Company s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through FVOCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.
A financial asset is measured at amortised cost if both the following conditions are met:
1. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
2. 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.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The Company s financial assets at amortised cost includes trade receivables, and loan to an associate and loan to a director included under other non-current financial assets.
All financial assets not classified as measured at amortised cost or FVOCI are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a company of similar financial assets) is primarily derecognised (i.e. removed from the Company s balance sheet) when: (i) The rights to receive cash flows from the asset have expired, or (ii) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and either (a) the
Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) for all financial assets not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next twelve months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Company considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held), or the financial asset is more than ninety days past due.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified as measured at amortised cost or at fair value through profit or loss. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative financial instrument entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109 Financial Instruments or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.
The Company s financial liabilities include borrowings, trade payables, lease liabilities and other financial liabilities. These are subsequently measured at amortised cost.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains or losses attributable to changes in own credit risk are recognised in other comprehensive income. These gains or losses are not subsequently transferred to profit or loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Company has not designated any financial liability as at fair value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings)
This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The amortization is included as finance costs in the statement of profit and loss.
Derecognition
A financial liability is derecognised when the contractual obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company s cash management.
Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of the Company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.
Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issues, bonus element in a rights issue, share splits, and reverse share splits (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
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 asset s recoverable amount. An asset s recoverable amount is the higher of an asset s or cash-generating unit s (CGU) fair value less cost of disposal and its value in use. The 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 groups of assets. Where 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 cost of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset s or CGU s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM). The CODM is responsible for allocating resources and assessing performance of the operating segments. The joint managing director of the Company takes decisions in respect of allocation of resources and assessment of performance and hence, is considered to be the CODM of the Company.
Government grants
Grants from the government are recognised at their fair value when there is reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to income are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate and are presented within other income.
Government grants relating to the purchase of property, plant and equipment are included in current and non-current liabilities as deferred income and are credited to profit or loss on a systematic basis over the expected lives of the related assets, presented within other income.
Export benefits in the nature of duty drawback are recognised in the statement of profit and loss in the year of exports based on eligibility or expected eligibility, duly considering the entitlements as per policy, industry-specific developments, interpretations arising out of judicial or regulatory proceedings where applicable, management assessment, and when there is no uncertainty in receiving the same.
Export benefits in the nature of Merchandise Exports from India Scheme (MEIS) under Foreign Trade Policy are recognised in the statement of profit and loss when there is no uncertainty in receiving or utilising the same, taking into consideration the prevailing regulations.
There are no unfulfilled conditions attached to the government grant.
Compound financial instruments
Compound financial instruments issued by the Company comprise compulsory convertible preference shares denominated in Indian rupees that convert into a fixed number of equity shares after twenty years from the date of allotment or upon the occurrence of a qualified initial public offering or strategic sale.
The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at fair value through profit or loss. The equity component of a compound financial instrument is not remeasured subsequently.
Interest related to the financial liability is recognised in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognised.
CHANGES IN ACCOUNTING POLICIES
There have been no changes in our accounting policies as of and for the three months ended June 30, 2025, and as of and for Fiscals 2025, 2024 and 2023.
NON-GAAP MEASURES
Certain non-GAAP financial measures and certain other industry measures relating to our operations and financial performance such as EBIT, EBITDA, EBITDA Margin (%), Profit for the period/year margin(%), Tangible net worth, Total Debt, Capital Employed, RoCE(%), RoE (%), Debt-Equity Ratio, Net worth, RoNW (%) and Net Asset Value ( " NAV " ) per Equity Share (collectively, " Non-GAAP Measures " ), have been included in this Draft Red Herring Prospectus. We compute and disclose such Non-GAAP financial measures and such other industry related statistical information relating to our operations and financial performance as we consider such information to be useful measures of our business and financial performance, and because such measures are frequently used by securities analysts, investors and others to evaluate the operational performance of the industry in which we operate, many of which provide such Non-GAAP financial measures and other industry related statistical and operational information. Such supplemental financial and operational information is therefore of limited utility as an analytical tool, and investors are cautioned against considering such information either in isolation or as a substitute for an analysis of our audited financial statements as reported under applicable accounting standards disclosed elsewhere in this Draft Red Herring Prospectus.
Also see " Risk Factors - We have in this Draft Red Herring Prospectus included certain non-generally accepted accounting principle financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology that is applicable across the industry in which we operate and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies . " on page 70.
Reconciliation for the various non-GAAP Measures included in this Draft Red Herring Prospectus are given below.
Reconciliation of EBIT, EBITDA and EBITDA Margin (%)
The table below provides a reconciliation of EBIT, EBITDA and EBITDA Margin (%).
| Particulars | For the three | Fiscal Year | ||
| months ended June 30, 2025 | 2025 | 2024 | 2023 | |
| (in million, except as indicated otherwise) | ||||
| Revenue from operations (A) | 2,173.57 | 6,583.63 | 5,306.53 | 4,230.28 |
| Profit for the period/year (B) | 170.69 | 470.45 | 58.78 | 85.73 |
| Finance costs (C) | 24.31 | 120.30 | 384.48 | 160.44 |
| Total tax expense (D) | 130.98 | 206.54 | 29.35 | (5.66) |
Particulars For the three Fiscal Year months ended 2025 2024 2023 June 30, 2025
(in million, except as indicated otherwise)
EBIT (1) (E = B + C + D) 325.98 797.29 472.61 240.51 Depreciation and amortization expense (F) 130.89 453.39 358.63 301.89
EBITDA (2) (G = E+F) 456.87 1,250.68 831.24 542.40 EBITDA Margin (%) (3) (H=G/A) 21.02% 19.00% 15.66% 12.82%
Notes:
2. EBIT is calculated as profit for the period/year plus finance costs plus total tax expense.
3. EBITDA is calculated as profit for the period /year plus finance costs, depreciation and amortization expense plus total tax expense.
4. EBITDA Margin (%) is calculated as EBITDA divided by revenue from operations.
Reconciliation of profit for the period/year margin (%)
The table below provides a reconciliation of profit for the period/year margin.
| Particulars | For the three | Fiscal | ||
| months ended June 30, 2025 | 2025 | 2024 | 2023 | |
| (in million, except as indicated otherwise) | ||||
| Revenue from operations (A) | 2,173.57 | 6,583.63 | 5,306.53 | 4,230.28 |
| Profit for the period/year (B) | 170.69 | 470.45 | 58.78 | 85.73 |
| Profit For the period/year margin (%) | 7.85% | 7.15% | 1.11% | 2.03% |
| (B/A) (1) | ||||
Notes:
(1) Profit for the period /year margin (%) is calculated as profit for the period/year divided by revenue from operations.
Reconciliation of Tangible Net worth, Total Debt, Capital Employed, and RoCE (%)
The table below provides a reconciliation of Tangible Net worth, Total Debt, Capital Employed, and RoCE (%).
| Particulars | As at / For the | As at / For Fiscal | ||
| three months ended June 30, 2025 | 2025 | 2024 | 2023 | |
| (in million, except as indicated otherwise) | ||||
| Total equity (A) | 3,204.21 | 3,033.81 | 1,241.22 | 1,150.25 |
| Other intangible assets (B) | 637.23 | 689.38 | 507.30 | 521.29 |
| Intangible assets under development | 573.63 | 493.18 | 586.63 | 413.04 |
| (C) | ||||
| Deferred tax asset (net) (D) | 60.39 | 135.48 | 210.99 | 179.60 |
| Tangible net worth (1) (E= A-B-C-D) | 1,932.96 | 1,715.77 | (63.70) | 36.32 |
| Non-current liabilities Financial | 257.01 | 256.88 | 423.53 | 349.77 |
| liabilities - Borrowings (F) | ||||
| Current liabilities Financial liabilities | 164.76 | 239.30 | 1,082.65 | 746.30 |
| Borrowings (G) | ||||
| Non-current Liabilities Financial | 77.57 | 81.83 | 139.94 | 194.35 |
| liabilities - Lease liabilities (H) | ||||
| Current liabilities Financial liabilities | 67.68 | 65.52 | 54.42 | 47.14 |
| Lease liabilities (I) | ||||
| Total Debt (2) (J=F+G+H+I) | 567.02 | 643.53 | 1,700.54 | 1,337.56 |
| Capital Employed (3) (K=E+J) | 2,499.98 | 2,359.30 | 1,636.84 | 1,373.88 |
| Profit for the period/year (L) | 170.69 | 470.45 | 58.78 | 85.73 |
| Finance costs (M) | 24.31 | 120.30 | 384.48 | 160.44 |
| Total tax expense (N) | 130.98 | 206.54 | 29.35 | (5.66) |
| EBIT (O=L+M+N) | 325.98 | 797.29 | 472.61 | 240.51 |
| RoCE(%) (O/K) (4) | 13.04% | 33.79% | 28.87% | 17.51% |
Notes:
(1) Tangible Net Worth is calculated as Total equity minus Other intangible assets, Intangible assets under development, Deferred tax assets (net). (2) Total Debt is calculated as Non-current liabilities - Financial liabilities - Borrowings, Non-current liabilities - Financial liabilities - Lease liabilities, Current liabilities - Financial liabilities - Borrowings, Current liabilities - Financial liabilities - Lease liabilities. (3) Capital employed is calculated as Tangible Net Worth plus Total Debt. (4) RoCE (%) is calculated as EBIT divided by Capital Employed. RoCE (%) as at June 30, 2025, is not annualised .
Reconciliation of RoE (%)
The table below provides a reconciliation of RoE (%).
| Particulars | As at / For the | As at / Fiscal | ||
| three months ended June 30, 2025 | 2025 | 2024 | 2023 | |
| (in million, except as indicated otherwise) | ||||
| Total equity (A) | 3,204.21 | 3,033.81 | 1,241.22 | 1,150.25 |
| Total equity as on opening of first day of | 3,033.81 | 1,241.22 | 1,150.25 | 1,036.61 |
| financial period/year (B) | ||||
| Average Equity (C) ([A+B]/2) | 3,119.01 | 2,137.52 | 1,195.74 | 1,093.43 |
| Profit for the period/year (D) | 170.69 | 470.45 | 58.78 | 85.73 |
| RoE (%) (D/C) (1) | 5.47% | 22.01% | 4.92% | 7.84% |
Note:
(1) RoE (%) calculated as profit for the period/year divided by average Total equity. Average Total equity is average of closing Total equity as on closing day of financial period/year and opening equity of opening day of financial period/year. RoE (%) as at June 30, 2025, is not annualised.
Reconciliation of Total Debt and Debt Equity Ratio
The table below provides a reconciliation of Total Debt and Debt Equity Ratio.
| Particulars | As at March 31, | |||
| As at June 30, 2025 | 2025 | 2024 | 2023 | |
| (in million, except as indicated otherwise) | ||||
| Total equity (A) | 3,204.21 | 3,033.81 | 1,241.22 | 1,150.25 |
| Non-current liabilities Financial liabilities - | 257.01 | 256.88 | 423.53 | 349.77 |
| Borrowings (B) | ||||
| Current liabilities Financial liabilities | 164.76 | 239.30 | 1,082.65 | 746.30 |
| Borrowings (C) | ||||
| Non-current Liabilities Financial liabilities - | 77.57 | 81.83 | 139.94 | 194.35 |
| Lease liabilities (D) | ||||
| Current liabilities Financial liabilities Lease | 67.68 | 65.52 | 54.42 | 47.14 |
| liabilities (E) | ||||
| Total Debt (1) (F=B+C+D+E) | 567.02 | 643.53 | 1700.54 | 1,337.56 |
| Debt Equity Ratio (2) (F/A) | 0.18 | 0.21 | 1.37 | 1.16 |
Note:
1. Total Debt is calculated as Non-current liabilities - Financial liabilities - Borrowings, Non-current liabilities - Financial liabilities - Lease liabilities, Current liabilities - Financial liabilities - Borrowings, Current liabilities - Financial liabilities - Lease liabilities .
2. Debt Equity ratio is calculated as Total Debt divided by Total equity.
Reconciliation of Net worth and RoNW(%)
The table below provides a reconciliation of Net Worth and RoNW(%).
| Particulars | As at / For the | As at / Fiscal | ||
| three months ended June 30, 2025 | 2025 | 2024 | 2023 | |
| (in million, except as indicated otherwise) | ||||
| Equity share capital (A) | 0.28 | 0.28 | 0.11 | 0.11 |
| Other equity | ||||
| Equity component of compulsorily convertible | - | - | 0.85 | 0.85 |
| preference shares (B) | ||||
| Reserves and surplus (C) | 3,203.93 | 3,033.53 | 1,240.26 | 1,149.29 |
| Other comprehensive expense for the | (10.97) | (4.95) | (3.07) | (1.93) |
| period/year (D) | ||||
| Net Worth (E=A+B+C-D) (1) | 3,215.18 | 3,038.76 | 1,244.29 | 1,152.18 |
| Profit for the period/year (F) | 170.69 | 470.45 | 58.78 | 85.73 |
| RoNW(%) (F/E) (2) | 5.31 | 15.48 | 4.72 | 7.44 |
Notes:
(1) Net Worth has been defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and 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 statement of assets and liabilities, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Further, net worth has been computed as a sum of equity share capital, equity component of compulsorily convertible preference shares, reserves and surplus as of the last day of relevant period/year minus other comprehensive expense for the period/year. (2) RoNW(%) is calculated as profit for the period/year divided by Net Worth. RoNW (%) is not annualised for June 30, 2025.
Reconciliation of Net Asset Value per Equity Share
| Particulars | As at / For the | As at / Fiscal | ||
| three months ended June 30, 2025 | 2025 | 2024 | 2025 | |
| (in million, except as indicated otherwise) | ||||
| Equity share capital (A) | 0.28 | 0.28 | 0.11 | 0.11 |
| Other equity | ||||
| Equity component of compulsorily convertible | - | - | 0.85 | 0.85 |
| preference shares (B) | ||||
| Reserves and surplus (C) | 3,203.93 | 3,033.53 | 1,240.26 | 1,149.29 |
| Other comprehensive expense for the | (10.97) | (4.95) | (3.07) | (1.93) |
| period/year (net of tax) (D) | ||||
| Net Worth (E = A+B+C-D) (1) | 3,215.18 | 3,038.76 | 1,244.29 | 1,152.18 |
| Number of equity shares outstanding as at the | 42,585,000 | 42,460,500 | 40,699,500 | 40,497,000 |
| end of period/year + Compulsorily Convertible | ||||
| Preference Shares outstanding as at the end of | ||||
| period/year (F)* | ||||
| Net Asset Value per Equity Share (2) (E/F) | 75.50 | 71.57 | 30.57 | 28.45 |
Notes:
* Adjusted for the bonus issue.
(1) Net Worth has been defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and 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 statement of assets and liabilities, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Further, net worth has been computed as a sum of equity share capital, equity component of compulsorily convertible preference shares, reserves and surplus as of the last day of relevant period/year minus other comprehensive expense for the period/year. (2) Net Asset Value per Equity Share is calculated as Net Worth divided by total of number of equity shares outstanding as at the end of period/year and Number of Compulsorily Convertible Preference Shares outstanding as at the end of period/year. Denominator is adjusted for bonus issue that have changed the number of equity shares outstanding, without a corresponding change in resources.
PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE
Total Income
Our total income comprises of: (i) revenue from operations; and (ii) other income.
(i) Revenue from operations
Revenue from operations includes revenue from the sale of products and services. Our flagship products include integrated starter-generator ( " ISG " ) ECUs, electronic fuel injection ( " EFI " ) ECUs, combined ISG+EFI ECUs, motor control units
( " MCUs " ) for electric vehicles, electric machines (magnetos / motors) for both engine-powered and electric bicycles and 2/3W and genset controller units ( " GCUs " ).
The table below sets forth details of revenue from operations generated from critical, control-intensive products for the three months ended June 30, 2025, and Fiscals 2025, 2024 and 2023:
| Particulars | Three months ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Revenue generated from critical, | 1,863.38 | 5,272.55 | 4,092.94 | 3,054.45 |
| control-intensive products | ||||
| ( million) | ||||
| Revenue from operations | 2,173.57 | 6,583.63 | 5,306.53 | 4,230.28 |
| ( million) | ||||
| Revenue generated from critical, | 85.73 | 80.09 | 77.13 | 72.20 |
| control-intensive products as a | ||||
| percentage of revenue from operations | ||||
| (%) |
The table below provides details of control-intensive products sold for the three months ended June 30, 2025 and Fiscals 2025, 2024 and 2023:
| Product Particulars | Three months ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| ISG, EFI, ISG+EFI ECUs | 708,549 | 2,228,133 | 1,754,664 | 1,277,856 |
| (control-intensive) |
| Product Particulars | Three months ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| EV Motor Control Units | 5,828 | 9,364 | 9,913 | 786 |
| (control-intensive) | ||||
| Genset Controllers | 38,127 | 120,924 | 128,305 | 132,745 |
| (control-intensive) | ||||
| Genset EFI ECUs | 55,932 | 80,083 | 24,457 | 13,768 |
| (control-intensive) |
Other operating revenue includes (i) export incentives such as duty drawback (ii) scrap sales, and (iii) miscellaneous income.
Other Income
Our other income primarily includes interest income on deposits, government grants from Central Government of India and State Government of Maharashtra & net foreign exchange gain if any.
Expenses
Our major expenses comprise of: (i) cost of materials consumed; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortization expense; and (v) other expenses.
Cost of materials consumed
The cost of materials consumed, represents the total direct purchase cost of raw materials and components used for conversion to raw material in our manufacturing facilities during the year. These include semiconductor components (e.g. microcontrollers, resistor, and capacitors amongst others), printed circuit boards, enclosures, packing material and consumables and are adjusted for changes in inventory levels.
Employee benefits expense
Employee benefits expense primarily include (i) salaries, wages, bonus (ii) retiral benefits accrued to the employees, (iii) benefits under Employee Stock Option Plan accrued to select employees (grantees); and (iv) staff welfare expenses.
Finance costs
Finance costs primarily include interest expense on borrowings; interest expense on compulsory convertible preference shares, interest expense on lease liabilities and unwinding of discount on asset restoration obligation.
Depreciation and amortization expense
Depreciation and amortization expense comprises: (i) depreciation on property, plant and equipment; (ii) depreciation on right of use asset; and (iii) amortization of intangible assets.
Other expenses
Other expenses primarily comprise contract labour charges, power and fuel expenses, consumption of stores and spares, repair and maintenance on building, machinery and others, loss on impairment of intangible assets & administrative expenses.
RESULTS OF OPERATIONS
Three months ended June 30, 2025
The following table sets forth the selected financial data derived from our restated statement of profit and loss for the three months ended June 30, 2025:
| Particulars | Three months ended June 30, 2025 | |
| Amount ( million) | As a Percentage of Total Income (%) | |
| Income | ||
| Revenue from operations | 2,173.57 | 98.82 |
| Other income | 26.00 | 1.18 |
| Total income | 2,199.57 | 100.00 |
| Expenses | ||
| Cost of materials consumed | 1,429.65 | 65.00 |
| Changes in inventories of finished goods and work-in-progress | (85.05) | (3.87) |
| Employee benefits expense | 197.73 | 8.99 |
| Finance costs | 24.31 | 1.11 |
| Particulars | Three months ended June 30, 2025 | |
| Amount ( million) | As a Percentage of Total Income (%) | |
| Depreciation and amortization expense | 130.89 | 5.95 |
| Other expenses | 200.37 | 9.11 |
| Total expenses | 1,897.90 | 86.29 |
| Profit before tax | 301.67 | 13.71 |
| Tax expense | ||
| Current tax | 50.00 | 2.27 |
| Deferred tax expense / (credit) | 80.98 | 3.68 |
| Total tax expense | 130.98 | 5.95 |
| Profit for the period | 170.69 | 7.76 |
| Other comprehensive income | ||
| Items that will not be reclassified to profit or loss | ||
| Remeasurements of defined benefit liability | (16.86) | (0.77) |
| Income-tax related to above item | 5.89 | 0.27 |
| Other comprehensive expense for the period (net of tax) | (10.97) | (0.50) |
| Total comprehensive income for the period | 159.72 | 7.26 |
Total Income
Total income was 2,199.57 million in the three months ended June 30, 2025.
Revenue from operations
Revenue from operations was 2,173.57 million in the three months ended June 30, 2025. Revenue generated from the mobility segment was 1,832.59 million and industrial segment was 340.98 million. Other operating revenue was 5.28 million in the three months ended June 30, 2025.
Other Income
Other income was 26.00 million in the three months ended June 30, 2025. This was mainly on account of net foreign exchange gain of 17.22 million and government grants of 2.57 million.
Expenses
Total expenses were 1,897.90 million in the three months ended June 30, 2025.
Cost of materials consumed
Cost of materials consumed was 1,429.65 million in the three months ended June 30, 2025 primarily on account of purchases made during the period of 1,433.75 million.
Changes in inventories of finished goods and work-in-progress
The expense for changes in inventories finished goods and work-in-progress was (85.05) million in the three months ended June 30, 2025.
Employee benefits expense
Employee benefits expense was 197.73 million in the three months ended June 30, 2025 primarily on account of salaries, wages and bonus of 215.52 million; and staff welfare expenses of 19.30 million, offset by (49.52) million capitalised during the period.
Finance costs
Finance costs were 24.31 million in the three months ended June 30, 2025 primarily on account of interest expense on borrowings of 21.38 million.
Depreciation and amortization expense
Depreciation and amortization expense were 130.89 million in the three months ended June 30, 2025 primarily on account of depreciation of property, plant and equipment of 70.65 million.
Other expenses
Other expenses were 200.37 million in the three months ended June 30, 2025 primarily on account of consumption of stores and spares of 19.53 million; labour charges direct of 66.02 million; labour charges - non-production of 19.11 million; power and fuel of 18.76 million; warranty expenses of 2.39 million; repair and maintenance - machinery of 12.60 million; legal and professional charges of 13.59 million; and miscellaneous expenses of 32.81 million.
Profit before tax
For the reasons stated above, profit before tax was 301.67 million in the three months ended June 30, 2025.
Tax expense
Total tax expense in the three months ended June 30, 2025 was 130.98 million, comprising current tax 50.00 million and deferred tax expense of 80.98 million.
Profit for the period
For the reasons stated above, profit for the period was 170.69 million in the three months ended June 30, 2025.
Fiscal 2025 compared to Fiscal 2024
The following table sets forth the selected financial data from our restated statement of profit and loss for Fiscals 2025 and 2024:
| Fiscal 2025 | Fiscal 2024 | |||
| Amount ( million) As a Percentage Amount ( million) As a Percentage of | ||||
| Particulars | of Total Income (%) | Total Income (%) | ||
| Income | ||||
| Revenue from operations | 6,583.63 | 99.37 | 5,306.53 | 99.02 |
| Other income | 41.73 | 0.63 | 52.43 | 0.98 |
| Total income | 6,625.36 | 100.00 | 5,358.96 | 100.00 |
| Expenses | ||||
| Cost of materials consumed | 4,146.09 | 62.58 | 3,667.74 | 68.44 |
| Changes in inventories of finished goods and work-in- | (39.56) | (0.60) | (37.59) | (0.70) |
| progress | ||||
| Employee benefits expense | 614.29 | 9.27 | 427.65 | 7.98 |
| Finance costs | 120.30 | 1.82 | 384.48 | 7.17 |
| Depreciation and amortization expense | 453.39 | 6.84 | 358.63 | 6.69 |
| Other expenses | 653.86 | 9.87 | 469.92 | 8.77 |
| Total expenses | 5,948.37 | 89.78 | 5,270.83 | 98.36 |
| Profit before tax | 676.99 | 10.22 | 88.13 | 1.64 |
| Tax expense | ||||
| Current tax | 129.00 | 1.95 | 62.50 | 1.17 |
| Deferred tax expense / (credit) | 77.54 | 1.17 | (33.15) | (0.62) |
| Total tax expense | 206.54 | 3.12 | 29.35 | 0.55 |
| Profit for the year | 470.45 | 7.10 | 58.78 | 1.10 |
| Other comprehensive income | ||||
| Items that will not be reclassified to profit or loss | ||||
| Remeasurements of defined benefit liability | (6.98) | (0.11) | (4.33) | (0.08) |
| Income-tax related to above item | 2.03 | 0.03 | 1.26 | 0.02 |
| Other comprehensive expense for the year (net of tax) | (4.95) | (0.07) | (3.07) | (0.06) |
| Total comprehensive income for the year | 465.50 | 7.03 | 55.71 | 1.04 |
Total income
Total income increased by 23.63% to 6,625.36 million in Fiscal 2025 from 5,358.96 million in Fiscal 2024, primarily due to an increase in revenue from operations.
Revenue from operations
Revenue from operations increased by 24.07% to 6,583.63 million in Fiscal 2025 from 5,306.53 million in Fiscal 2024, driven by improved sales performance across both the mobility and industrial segments.
The main components of their respective performance are as follows:
Sale of products increased by 22.95%, to 6,430.59 million in Fiscal 2025 from 5,230.25 million in Fiscal 2024. This growth was attributable mainly to an increase in sales volumes of control-intensive ECUs sold by 27.08%, to 2.44 million units in Fiscal 2025 from 1.92 million units in Fiscal 2024.
Sale of services increased by 112.80%, to 136.00 million in Fiscal 2025 from 63.91 million in Fiscal 2024, mainly driven by one-time application and non-recurring engineering fees collected from customers for new products under development.
Other operating revenue increased by 37.75% to 17.04 million in Fiscal 2025 from 12.37 million in Fiscal 2024, primarily on account of an increase in scrap sales and export incentives and miscellaneous income which was driven by an increase in sales made outside India to 454.36 million in Fiscal 2025 from 303.11 million in Fiscal 2024.
Other income
Other income decreased by 20.41% to 41.73 million in Fiscal 2025 from 52.43 million in Fiscal 2024 mainly due to lower interest income on bank deposits and government grants.
Cost of materials consumed
Cost of materials consumed increased by 13.04% to 4,146.09 million in Fiscal 2025 from 3,667.74 million in Fiscal 2024, correlating with the rise in sales volume and overall scale of operations. Inventory at the end of the period/year increased to
1,137.90 million in Fiscal 2025 from 1,001.40 million in Fiscal 2024, as a result of higher procurement to support continued expansion.
Changes in inventories of finished goods and work-in-progress
The expense for changes in inventories of finished goods and work-in-progress was (39.56) million in Fiscal 2025, marginally higher than (37.59) million reported in Fiscal 2024. This trend was driven by ongoing production schedules and extended scales of operation. This continued inventory build supports future delivery requirements.
Employee benefits expense
Employee benefits expense increased by 43.64%, to 614.29 million in Fiscal 2025 from 427.65 million in Fiscal 2024. The main drivers were an increase in salaries, wages and bonus which increased by 39.09% to 703.69 million in Fiscal 2025 from 505.94 million in Fiscal 2024, reflecting an increase in headcount from 364 to 458 and salary increase for eligible employees. Gratuity expense increased by 18.87% to 12.79 million, and the employer contribution to the provident fund increased by 22.50% to 16.28 million, both tied to the higher employee base and assumptions for future increments. Staff welfare expenses also increased by 11.64% to 61.31 million in Fiscal 2025 from 54.92 million in Fiscal 2024.
These increases were partially offset by a decrease in equity-settled share-based payments, which decreased by 35.89% to
10.36 million in Fiscal 2025 from 16.16 million in Fiscal 2024, owing to vesting schedules and no new grants during Fiscal 2025; and employee benefits expense capitalised during the year, which increased by 10.88% to 193.05 million in Fiscal 2025 from 174.10 million in Fiscal 2024.
Finance costs
Finance costs decreased by 68.71% to 120.30 million in Fiscal 2025 from 384.48 million in Fiscal 2024. The reduction was driven primarily by the absence of interest expense on compulsory convertible preference shares in Fiscal 2025, compared with 255.00 million in Fiscal 2024, as a result of conversion into equity in May 2024. Interest expense on borrowings declined by 5.79% to 107.79 million from 114.41 million, due to repayment of certain term loans and lower working capital utilization, while interest expense on lease liabilities decreased by 21.70% to 14.72 million as lease liabilities reduced further during the year.
Depreciation and amortization expense
Depreciation and amortization expense increased by 26.42% to 453.39 million in Fiscal 2025 from 358.63 million in Fiscal 2024, mainly as a result of a 31.38% increase in depreciation of property, plant and equipment, which amounted to
241.39 million in Fiscal 2025 compared to 183.73 million during Fiscal 2024, reflecting substantial additions to property, plant and equipment of 564.99 million. Depreciation of right-of-use assets increased modestly by 2.70% to 61.19 million, and amortization of intangible assets rose by 18.90% to 204.89 million, supported by additions worth 428.68 million in Fiscal 2025.
Other expenses
Other expenses increased by 39.14% to 653.86 million in Fiscal 2025 from 469.92 million in Fiscal 2024. The primary drivers were higher labour charges - direct, which increased by 20.13% to 205.31 million, reflecting greater production activity and increased headcount, as well as elevated consumption of stores and spares, which increased by 29.20% to
60.36 million. Power and fuel expenses also increased by 25.83% to 57.63 million, in line with expanded manufacturing operations. In addition, warranty expenses rose significantly to 13.37 million, largely due to the introduction of new product variants and increased provision estimates. These factors collectively reflect our Company s continued growth in scale and operational complexity.
Profit before tax
Profit before tax increased significantly to 676.99 million in Fiscal 2025 from 88.13 million in Fiscal 2024, reflecting a stronger increase in revenue relative to total expenses. While revenue from operations grew by 24.07% between Fiscals 2024 and 2025, total expenses grew by only 12.85%, resulting in a substantial improvement in profitability.
Tax expense
Total tax expense increased to 206.54 million in Fiscal 2025 from 29.35 million in Fiscal 2024, reflecting higher pre-tax profits and a decrease in deferred tax asset utilization.
Profit for the year
Profit for the year increased significantly to 470.45 million in Fiscal 2025 from 58.78 million in Fiscal 2024, led by the combined effect of stronger operating performance and substantially lower finance costs.
Fiscal 2024 compared to Fiscal 2023
The following table sets forth the selected financial data from our restated statement of profit and loss for Fiscals 2024 and 2023:
| Fiscal 2024 | Fiscal 2023 | |||
| Particulars | Amount ( million) As a Percentage of Total Income | Amount ( million) As a Percentage of Total Income | ||
| (%) | (%) | |||
| Income | ||||
| Revenue from operations | 5,306.53 | 99.02 | 4,230.28 | 98.41 |
| Other income | 52.43 | 0.98 | 68.38 | 1.59 |
| Total income | 5,358.96 | 100.00 | 4,298.66 | 100.00 |
| Expenses | ||||
| Cost of materials consumed | 3,667.74 | 68.44 | 3,039.60 | 70.71 |
| Changes in inventories of finished goods and work-in- | (37.59) | (0.70) | (6.31) | (0.15) |
| progress | ||||
| Employee benefits expense | 427.65 | 7.98 | 324.89 | 7.56 |
| Finance costs | 384.48 | 7.17 | 160.44 | 3.73 |
| Depreciation and amortization expense | 358.63 | 6.69 | 301.89 | 7.02 |
| Other expenses | 469.92 | 8.77 | 398.08 | 9.26 |
| Total expenses | 5,270.83 | 98.36 | 4,218.59 | 98.14 |
| Profit before tax | 88.13 | 1.64 | 80.07 | 1.86 |
| Tax expense | ||||
| Current tax | 62.50 | 1.17 | 25.00 | 0.58 |
| Deferred tax expense / (credit) | (33.15) | (0.62) | (30.66) | (0.71) |
| Total tax expense | 29.35 | 0.55 | (5.66) | (0.13) |
| Profit for the year | 58.78 | 1.10 | 85.73 | 1.99 |
| Other comprehensive income | ||||
| Items that will not be reclassified to profit or loss | ||||
| Remeasurements of defined benefit liability | (4.33) | (0.08) | (2.67) | (0.06) |
| Income-tax related to above item | 1.26 | 0.02 | 0.74 | 0.02 |
| Other comprehensive expense for the year (net of tax) | (3.07) | (0.06) | (1.93) | (0.04) |
| Total comprehensive income for the year | 55.71 | 1.04 | 83.80 | 1.95 |
Total income
Total income increased by 24.67% to 5,358.96 million in Fiscal 2024 from 4,298.66 million in Fiscal 2023, primarily due to an increase in the revenue from operations.
Revenue from operations
Revenue from operations grew by 25.44% to 5,306.53 million in Fiscal 2024 from 4,230.28 million in Fiscal 2023, due to improved sales performance from mobility segment which was partially offset by a decrease in the industrial segment revenue. The main components of their respective performance are as follows:
Sale of products increased by 26.15%, to 5,230.25 million in Fiscal 2024 from 4,145.90 million in Fiscal 2023. This growth was largely driven by higher sales volumes of our control-intensive ECUs, which increased by 34.27% to 1.92 million units in Fiscal 2024 from 1.43 million units in Fiscal 2023.
Sale of services declined by 15.56%, to 63.91 million during Fiscal 2024 from 75.69 million during Fiscal 2023, mainly on account of reduction in non-recurring engineering charges billed to customers as application fees.
Other operating revenue increased by 42.35% to 12.37 million from 8.69 million, primarily on account of increase in sales and export incentives and miscellaneous income.
Other income
Other income decreased by 23.33% to 52.43 million in Fiscal 2024 from 68.38 million in Fiscal 2023. The decrease was primarily on account of a decrease in interest income on bank deposits and government grants due to receipt / sanction of grants for various prior years receivable in Fiscal 2024.
Cost of materials consumed
Cost of materials consumed increased by 20.67% to 3,667.74 million in Fiscal 2024 from 3,039.60 million in Fiscal 2023. This increase correlates with the increase in sales volume and scale of operations.
Inventory at the end of the period/year increased to 1,001.40 million in Fiscal 2024 from 764.42 million in Fiscal 2023 to support increased scale of operation.
Changes in inventories of finished goods and work-in-progress
The expense for changes in inventories of finished goods and work-in-progress was (37.59) million in Fiscal 2024, higher than (6.31) million reported in Fiscal 2023. This was driven by production and deliveries aligned to realistic schedules and an expanded scale of operations. This is a temporary rise, as finished goods produced during the last few days of Fiscal 2023 were delivered in the early part of Fiscal 2024.
Employee benefits expense
Employee benefits expense increased by 31.63%, increasing to 427.65 million in Fiscal 2024 from 324.89 million in Fiscal 2023. This was mainly due to increases across key categories: salaries, wages and bonus increased by 26.47% to 505.94 million in Fiscal 2024 from 400.06 million in Fiscal 2023, reflecting a rise in headcount from 297 to 364 and higher average salaries. Gratuity expense increased by 38.67% to 10.76 million from 7.76 million due to the same factors, while the employer contribution to the provident fund climbed by 33.97% to 13.29 million from 9.92 million. Staff welfare expenses also increased sharply by 57.02% to 54.92 million in Fiscal 2024 from 34.98 million in Fiscal 2023. These increases were partially offset by a decrease in equity-settled share-based payments, which decreased by 37.08% to 16.16 million during Fiscal 2024 from 25.68 million during Fiscal 2023, and an increase in employee benefits expense - capitalised during the year, which increased by 12.20% to 174.10 million during Fiscal 2024 from 155.17 million during Fiscal 2023.
Finance costs
Finance costs increased to 384.48 million in Fiscal 2024 from 160.44 million in Fiscal 2023, driven primarily by a significant jump in interest expense on compulsory convertible preference shares ( " CCPS " ), which increased to
255.00 million from 51.00 million due to a higher fair value of the liability component. Interest expense on borrowings increased by 24.41% to 114.41 million in Fiscal 2024 from 91.96 million in Fiscal 2023, reflecting new term loans and increased utilisation of working capital facilities, while interest expense on lease liabilities declined by 16.92% to
18.80 million in Fiscal 2024 from 22.63 million in Fiscal 2023 because of reduced lease liabilities. Overall, the surge in CCPS-related interest was the main contributor to the sharp increase in total finance costs for the period.
Depreciation and amortization expense
Depreciation and amortization expense increased by 18.79% increasing to 358.63 million in Fiscal 2024 from
301.89 million in Fiscal 2023. This growth was mainly due to a 25.00% increase in depreciation of property, plant and equipment, which increased to 183.73 million during Fiscal 2024 from 146.98 million during Fiscal 2023, following additions to property, plant and equipment worth 400.98 million during the year. Amortization of intangible assets also increased by 12.35%, to 172.32 million during Fiscal 2024 from 153.38 million during Fiscal 2023, reflecting additions of new intangible assets valued at 521.29 million. Depreciation of right-of-use assets increased by 4.97%, to 59.58 million during Fiscal 2024 from 56.76 million during Fiscal 2023. Overall, the rise was mainly driven by significant investment in both tangible and intangible assets.
Other expenses
Other expenses increased by 18.05% which increased to 469.92 million in Fiscal 2024 from 398.08 million in Fiscal 2023. The significant contributors to this increase were labour charges - direct, which increased by 25.39% to 170.90 million in Fiscal 2024 from 136.29 million in Fiscal 2023, largely due to higher production volumes and statutory wage increases; and labour charges non-production, which increased by 20.68% to 49.90 million in Fiscal 2024 from 41.35 million in Fiscal 2023 as operational activities expanded. Power and fuel expenses increased by 23.04% to 45.80 million in Fiscal 2024 from 37.22 million in Fiscal 2023, reflecting greater production and energy use.
Miscellaneous expenses increased by 48.18% to 73.17 million in Fiscal 2024 from 49.38 million in Fiscal 2023 driven primarily by increased annual maintenance contract and licence renewal costs. Overall, the growth in other expenses reflects increased production activity, wider operational scope, and necessary asset maintenance.
Profit before tax
Profit before tax increased modestly to 88.13 million in Fiscal 2024 from 80.07 million in Fiscal 2023 due to higher revenue, partly offset by the significant increase in finance costs. While revenue from operations increased by 25.44% between Fiscals 2023 and 2024, total expenses increased by 24.94%. This near-proportional increase resulted in limited improvement in profitability.
Tax expense
Total tax expense increased to an expense of 29.35 million in Fiscal 2024 from a credit of (5.66) million in Fiscal 2023.
Profit for the year
Profit for the year decreased to 58.78 million in Fiscal 2024 from 85.73 million in Fiscal 2023, reflecting the impact of significantly higher finance costs and tax expense, which offset the gains from improved operating performance.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our liquidity and capital requirements primarily through funds generated from operations, shareholder equity, and indebtedness, including term loans and short-term loans from banks. We intend to continue to fund our liquidity and capital requirements through funds generated from operations, and indebtedness. We consider our working capital to be sufficient for our present requirements.
Our loan agreements contain a number of covenants including financial covenants. For details, see " Financial Indebtedness " on page 392 and " Risk Factors We have incurred indebtedness and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, results of operations, cash flows and financial condition. " on page 52.
CASH FLOWS
The following table summarizes our statements of cash flows for the period/Fiscals presented:
| Particulars | Three months ended June 30, 2025 ( million) | Fiscal 2025 ( million) | Fiscal 2024 ( million) | Fiscal 2023 ( million) |
| Net cash generated from operating activities (A) | 516.36 | 909.13 | 607.49 | 776.74 |
| Net cash (used in) / generated from investing activities (B) | (291.45) | (1,047.51) | (590.54) | (508.52) |
| Net cash generated from / (used in financing activities) (C) | (105.45) | 128.63 | (13.99) | (244.77) |
| Net (decrease) / increase in cash and cash equivalents | 119.46 | (9.75) | 2.96 | 23.45 |
| (D=A+B+C) | ||||
| Cash and cash equivalents at the beginning of the period/year | 25.36 | 35.11 | 32.15 | 8.70 |
| Cash and cash equivalents at the end of the period/year | 144.82 | 25.36 | 35.11 | 32.15 |
Operating Activities
Net cash generated from operating activities for three months ended June 30, 2025 was 516.36 million, compared to
909.13 million in Fiscal 2025, 607.49 million in Fiscal 2024, and 776.74 million in Fiscal 2023. The trend in cash generation reflects overall growth, except for Fiscal 2024, when higher investment in inventory was required to meet increased demand for our products.
Investing activities
Net cash used in investing activities for the three months ended June 30, 2025, was 291.45 million, 1,047.51 million in Fiscal 2025, 590.54 million in Fiscal 2024, and 508.52 million in Fiscal 2023. We invested 569.04 million in property, plant and equipment and intangible assets during Fiscal 2025, primarily to support ongoing operational requirements and respond to observed increases in demand during the period as well as capture future growth opportunities.
Expenditure on internally generated intangible assets was 71.75 million for three months ended June 30, 2025,
287.15 million in Fiscal 2025, 282.00 million in Fiscal 2024, and 267.06 million in Fiscal 2023, which has remained along the same range during Fiscals 2025, 2024 and 2023.
Financing activities
Net cash outflow from financing activities for the three months ended June 30, 2025 was 105.45 million, compared to net cash generated of 128.63 million in Fiscal 2025, net cash outflow of 13.99 million in Fiscal 2024, and net cash outflow of
244.77 million in Fiscal 2023. The net inflow in Fiscal 2025 was primarily driven by proceeds from the issue of share capital of 767.73 million. We repaid costly long-term borrowings of 305.47 million and short-term borrowings of 289.90 million, out of these proceeds.
FINANCIAL INDEBTEDNESS
As at June 30, 2025, our borrowings from banks were 421.77 million & investments in the mutual funds were
167.68 million. This investment is kept for the investment in capex may be required for further expansion of the business in near future.
Our total equity as at June 30, 2025 was 3,204.21 million while our total borrowings as at June 30, 2025 was 421.77 million, where total borrowings include Current liabilities - Financial liabilities - Borrowings and Non-current liabilities - Financial liabilities - Borrowings. As a result, we had a low Debt Equity Ratio of 0.18 as of June 30, 2025 and have adequate margin available to obtain additional funding from the banks, if required.
For reconciliation of Debt Equity Ratio, see " - NON-GAAP MEASURES " on page 376.
The table below sets forth a split of our non-current borrowings and current borrowings as at June 30, 2025:
| Particulars | As at June 30, 2025 |
| Non-current ( million) | |
| Term loans Secured | |
| - From Banks | 257.01 |
| - From Others | - |
| Total (A) ( million) | 257.01 |
| Current ( million) | |
| Loans repayable on demand (Secured) | 51.99 |
| Current maturities of long term debt | 112.77 |
| Total (B) ( million) | 164.76 |
| Grand Total (A+B) ( million) | 421.77 |
The following table sets forth certain information relating to our total borrowings as at June 30, 2025, and our repayment obligations:
| Particulars | As at June 30, 2025 Payment due by period | |||
| Not later than 1 year ( million) | 1-5 years ( million) | More than 5 years ( million) | Total ( million) | |
| Non-Current | - | 238.82 | 18.93 | 257.75 |
| Liabilities Financial | ||||
| liabilities | ||||
| Borrowings | ||||
| Current Liabilities | 164.76 | - | - | 164.76 |
| Financial liabilities - | ||||
| Borrowings | ||||
| Total | 164.76 | 238.82 | 18.93 | 421.77 |
CONTINGENT LIABILITIES AND COMMITMENTS
As at June 30, 2025, we had contingent liabilities not provided for amounting to 28.26 million, the details of which are set forth in the table below:
| Particulars | As at June 30, 2025 |
| Claims against the company not acknowledged as debt | |
| - Income tax matters in dispute ( million) | 28.26 |
The table below sets forth our commitments as at June 30, 2025:
| Particulars | As at June 30, 2025 |
| Estimated amount of contracts remaining to be executed on capital account and not provided for (net of | |
| capital advances) | |
| - Property, plant and equipment ( million) | 418.88 |
| - Intangible assets ( million) | 5.92 |
| Total | 424.80 |
For further information in relation to our contingent liabilities and commitments, please see " Restated Financial Information Note 42 Contingent liabilities and commitments " on page 355.
AUDITORS OBSERVATION
Our Statutory Auditors audit reports for Fiscals 2025 and 2024 and the examination report to our Restated Financial
Information have included certain observations on certain matters specified in the Companies (Audit and Auditors) Rules, 2014 and Companies Auditor s Report Order, 2020 for Fiscal 2025, as follows: :
Observations under Auditor s Report and Examination Report on Restated Financial Information:
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