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Shree Ram Twistex Ltd Management Discussions

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Shree Ram Twistex Ltd Share Price Management Discussions

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Information which have been included in this Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Financial Statement for the period ended on September 30, 2025 and for the Financial Years ended March 31, 2024, 2023 and 2022 including the related notes and reports, included in this Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India. Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Standalone Financial Statement included in this Red Herring Prospectus. For further information, see Restated Standalone Financial Statement on page 243. Additionally, see Definitions and Abbreviations on page 1 for certain terms used in this section. Unless the context otherwise requires, in this section, references to we, us and our our Company or the Company refer to Anlon Healthcare Limited. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled Industry Report on Cotton Yarn dated June 19, 2025 (the D&B Report ) prepared and issued by Dun & Bradstreet Information Services India Private Limited ( D&B India ), appointed by us on March 06, 2025 , and exclusively commissioned and paid for by us in connection with the Issue. D&B India is an independent agency which has no relationship with our Company, our Promoters and any of our Directors or KMPs or SMPs. The data included herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the D&B Report is available on the website of our Company at www.shreeramtwistex.com until the Bid/Issue Closing Date. For more information, see

Risk Factors – Certain sections of this Red Herring Prospectus disclose information from the D&B Report which has been commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks on page 65

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under Risk Factors and Forward Looking Statements on pages 36 and 23 respectively, and elsewhere in this Red Herring Prospectus .

BUSINESS OVERVIEW Overview

We are engaged in the manufacturing of Cotton Yarns, including Compact Ring Spun and Carded Yarns, both Combed and Carded. Our product range also includes value-added yarns such as Eli Twist (Combed and Carded), Compact Slub Yarns, and Lycra-Blended Yarns. Our Yarns are used in both knitting and weaving, serving a broad range of end-use segments such as denim, terry towels, shirting, sheeting, sweaters, socks, bottom wear, home textiles, and industrial fabrics. We operate exclusively in the business-to-business (B2B) segment, supplying our products to institutional buyers such as textile manufacturers, garment exporters, bulk purchasers and fabric processors. Our exclusive B2B focus allows us to streamline our production and supply chain processes around the needs of large-scale buyers, ensuring consistent quality, delivery, and efficient order fulfilment. It also allows us to build long-term client relationships and offer customized yarn solutions tailored to specific technical parameters including count, twist, and strength. Our manufacturing facility in Gondal, Rajkot, Gujarat, houses 17 compact ring-spinning machines with a total spindle count of 27,744. We produce 100% cotton yarns in counts ranging from Ne 8 to Ne 40, including carded and combed varieties ( Ne refers to the English Cotton Count System, which is a standard way to measure the fineness or thickness of yarn. The higher the Ne, the finer the yarn). We also manufacture Compact Eli Twist (Siro) yarns in Ne 40/2 counts ( Ne 40/2 counts means two-ply yarn made by twisting together two single yarns of Ne 40 count ), available in both combed and carded forms, known for their strength and smooth finish. In addition, we offer compact Slub Yarns for textured fabric effects and Lycra-blended yarns that combine stretch with comfort, ideal for activewear and fitted garments. Our operations also generate income from by-products such as cotton waste, which is sold to industries manufacturing non-woven fabrics and open-end yarns. We also sell Viscose-Cotton Mix Yarn, FP Bales, and Open-End Yarn, catering to varied textile segments. These products are sold to fabric manufacturers, weaving units, and traders, based on specific customer needs. Set out in the table below are the breakdown of our revenues from operations by product categories for the six months period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023:

( in lakhs except for percentage)
Our operation For Six-month period ended September 30, 2025 For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
Revenue from Operatio ns % of revenue from operation Revenue from Operatio ns % of revenue from operation Revenue from Operatio ns % of revenue from operation Revenue from Operatio ns % of revenue from operation
Sale of Products:
Carded 3773.99 28.57 51.34% 11211.02 48.99% 10594.14 50.37%
Yarn^ 12,952.0
Combed 1049.39 7.95% 1551.22 5 6.15% 489.66 2.14% 26.24 0.12%
Yarn^
ELI Twist 3361.21 25.45% 7466.63 29.60% 8401.84 36.72% 7987.34 37.98%
Yarn
Lycra 45.22 0.34% 1225.13 4.86% 1952.32 8.53% 938.93 4.46%
Blended
Yarn
Compact - - 21.66 0.09% 75.62 0.33% 10.28 0.05%
Slub Yarn
Others
Cotton 542.72 4.11% 875.88 3.47% 751.74 3.29% 893.20 4.25%
Waste
Viscose - - - - 0.00 0.00% 368.72 1.75%
Cotton Mix
Yarn
FP Bales 1592.92 12.06% 660.47 2.62% 0.00 0.00% 212.19 1.01%
Open Yarn (Oe) - - 255.12 1.01% 0.00 0.00% 0.00 0.00%
Organic 2842.47 21.52% 219.38 0.87% - - - -
Yarn
Gross Sales 13207.93 100.00% 25227.53 100.00% 22882.21 100.00% 21031.05 100.00%
Add/(Less):
Debit note/Credit note* - - 26.00 40.04 - 17.84 -
Net Sales 13207.93 100.00% 25253.54 100.00% 22922.26 100.00% 21048.90 100.00%

As certified by our Statutory Auditor vide certificate (bearing UDIN 25158931BMIGOY6741) dated November 17, 2025. ^Carded yarn and combed yarn collectively termed as Cotton Compact Ring Spun and Carded Yarns . *Debit and credit notes are issued to customers to account for invoice settlements, or agreed discounts.

We sell our products in both the domestic market and international markets, with overseas sales routed through merchant exporters ( merchant exporter are exporters who procure products from domestic manufacturers or suppliers and sell them in international markets under their own name ). These merchant exporters possess expertise in global trade practices, export documentation and destination compliance requirements, allowing us to serve a wide range of overseas markets with minimal logistical hurdles. Our domestic sales are facilitated through direct sales to institutional customers and a network of brokers and agents who act as key intermediaries between us and institutional customers, helping us expand our market presence while offering localized customer engagement. This dual-channel strategy enables broad market coverage while allowing us to stay focused on our core strength i.e. manufacturing quality cotton yarns with minimal logistical complexity. Set out in the table below is a breakdown of our revenue from domestic sales and exports during the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively:

( in lakhs )

Particulars Six-month period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations % of revenue from operations Revenue from Operations % of revenue from operations Revenue from Operations % of revenue from operations Revenue from Operations % of revenue from operations
Domestic 11830.36 89.57% 23704.64 93.87 16,398.94 71.54% 1,9679.22 93.49%
Exports ( through merchant exporter ) 1377.57 10.43% 1548.89 6.13% 6,523.31 28.46% 1,369.68 6.51%
Net Sales 13207.93 100.00% 25253.54 100.00% 22,922.26 100.00% 21,048.90 100.00%

As certified by our Statutory Auditor vide certificate (bearing UDIN 25158931BMIGOY6741) dated November 17, 2025.

Note : Export sales were undertaken opportunistically, typically during periods of low domestic demand or to meet export obligations. As a result, export revenues are not consistent year-on-year.

In the domestic market, we sell our products across the Indian states of Gujarat, Rajasthan, West Bengal, Maharashtra, Tamil Nadu, Madhya Pradesh, and Punjab, as well as the union territory of Dadra and Nagar Haveli, through a combination of direct sales and a network of brokers.We generate significant revenue from sales from the state of Gujarat which amounts to 13,834.64 lakhs, 19.058.24lakhs, 18,016.78 lakhs and 18,955.05 lakhs constituting 91.73 %. 83.14%, 85.59%, and 88.21% of total revenue from operations during the six-month period ended September 30, 2025 and Fiscal 2025, 2024 and 2023, respectively. We commenced the establishment of our manufacturing facility in the first year following incorporation, beginning with the acquisition of land in 2013. Our facility was developed using a combination of promoter funding and bank financing. Construction, machinery installation, and the development of supporting infrastructure were completed by 2016 and commercial production commenced in April 2016. With nearly a decade of operational experience in the textile industry, we presently operate through our manufacturing facility which is strategically located in Gondal, Rajkot (Gujarat), and spans a built-up area of approximately 29,947 sq. m ( Manufacturing Facility ). We commenced our manufacturing operations with 11 compact ring spinning machines, comprising spindle count of 17,952 spindles. In 2020, we expanded by adding six additional compact ring spinning machines, increasing our spindle capacity by 9,792 spindles. This brought our total to 17 compact ring spinning machines and an aggregate spindle count of 27,744. This increase in spindle count resulted in an increase in our cotton yarn production capacity from 5,500.00 MT/Annum to 9,855.00 MT/Annum. Our Manufacturing Facility operates on a three-shift basis to maximize throughput and ensure uninterrupted operations. Further, our Manufacturing Facility is designed with Zero Liquid Discharge Solution, where no industrial waste-water is discharged into surface waters, thereby minimizing environmental pollution. Our Manufacturing Facility is equipped with modern spinning machinery and precision engineering equipment sourced from reputed textile machinery manufacturers of Switzerland, Germany and Italy. Our advanced infrastructure includes compact spinning systems, high-speed autoconers, contamination-clearers, electronic yarn clearers, and automated vacuum systems. These technologies are integrated with real-time monitoring tools to ensure the production of high-quality, uniform yarns with minimal defects. Further, to maintain an optimal production environment, our Manufacturing Facility is also equipped with centralized air-conditioning supported by swiss-made air filtration systems, which provides a dust-free and climate-controlled atmosphere that is essential for preserving fibre integrity and enhancing yarn quality. The integration of work force with automated systems and digital process controls allows us to achieve operational efficiency, and optimized energy consumption across production cycles. To support our operations, our Manufacturing Facility houses five (5) dedicated warehouses two (2) for raw material storage, two (2) for finished goods, and one (1) for general storage, offering a combined storage capacity of 9,855 MT. This warehousing infrastructure enables streamlined inventory management, efficient raw material handling, and timely dispatch of finished goods, ensuring supply chain reliability and responsiveness to customer requirements. We have, over the years, established long-standing relationship with our institutional customers such as Welspun Living Limited, Jindal Worldwide Limited and other institutional customers and bulk purchasers. During the six-month period ended September 30, 2025, and the last three Fiscals, we have manufactured 6,060.825, 8,573.850, 6,895.500, and 7,884.000 metric tonnes of yarn, respectively. Over the same periods, we served 36, 49, 48, and 46 customers comprising of institutional customers, bulk purchasers and others. Our Top 10 Customers contribute 89.93% , 82.94%, 83.36% and 83.86% of the total revenue during the six-month period ended September 30, 2025 and Fiscal 2025, 2024 and 2023, respectively and out of that we have served 6 customers for more than four years.For details, see Our Business - Our Customers on page 198. We procure our principal raw material i.e. cotton bales, through a network of brokers, sourcing from ginning mills and traders located across Indian states of Gujarat, Maharashtra, Haryana and Madhya Pradesh, the cotton-producing regions in India. Over time, we have built strong relationships with a network of reliable brokers and suppliers, allowing us to secure consistent quality, maintain a steady supply of raw materials, and align procurement seamlessly with our production schedules. During the six-month period ended September 30, 2025 and last three Fiscals, we procured cotton bells from 127Suppliers, 147 Suppliers, 174 Suppliers and 159 Suppliers out of which 6 Suppliers are associated with us overFour years and they contribte contribute 73.27%, 70.68%, 42.01% and 58.98% of the total purchase during the six-month period ended September 30, 2025 and Fiscal 2025, 2024 and 2023, respectively For details, see Our Business - Raw Material and Our Suppliers on page 197. To ensure uninterrupted production, we maintain a buffer stock of cotton bales during the peak procurement season. This season typically coincides with the cotton harvest period in India i.e. from October to March, when availability is high and prices are relatively low. During this period, we strategically procure and stock cotton bales to secure raw material at optimal prices. These inventories are stored at our Manufacturing Facility in the designated storage facilities. In line with industry practices, we also avail pledge loan facilities against the cotton bales through our lenders. As on date, we have sanctioned pledge limit of 2,000 lakhs from our lender i.e. Axis Bank Limited. Under this arrangement, cotton bales stored in our storage facilities or secured warehouses are pledged in favor of the lender, who provides us with short-term credit secured against the value of the pledged inventory. This approach allows us to optimize working capital, manage cash flows efficiently, and secure timely procurement without financial strain during high-demand periods. Our procurement strategy emphasizes sourcing cotton that meets strict technical criteria, which are essential for producing high-quality yarns. Our founder and Promoter, Bhaveshbhai Bhikhubhai Ramani, supported by Promoter Director, Jay Atulbhai Tilala, plays a pivotal role in shaping the strategic direction and driving the growth of our Company. With deep industry knowledge and strong entrepreneurial skill his emphasis on product quality, integration of advanced technology, and responsiveness to market dynamics continues to guide our expansion and define our core values. Both Promoter Directors, Bhaveshbhai Bhikhubhai Ramani and Jay Atulbhai Tilala, remain actively involved in our operations. Their vision, business acumen, and leadership have been instrumental in sustaining our operations and driving consistent growth. They are supported by an experienced team of Key Managerial Personnel and Senior Management, who have consistently demonstrated the ability to adapt to changing market conditions, scale operations, and maintain customer relationships. For further details, see Our Promoters and Our Management on page 237 and 224, respectively. We are also an environmentally conscious organization committed to promoting the use of renewable energy. As part of our sustainability efforts, we installed a rooftop solar power plant at our manufacturing facility, which became operational in July 2024. As of March 31, 2025, the installed capacity of this rooftop solar system stands at 1.2 MW. This initiative supports our shift toward clean energy, contributing to our daily power requirements and resulting in a generation of average 10,62,500 units during the period in between July 2024 to December 2024 resulting in reduction of monthly electricity expenses. This green initiative not only helps reduce operational costs but also reinforces our commitment to eco-friendly and energy-efficient manufacturing practices by lowering our overall carbon footprint. To further reduce reliance on grid electricity and enhance long-term cost efficiency, we have established a 6.1 MW ground-mounted solar power plant and intends to establish a 4.2 MW wind power project for captive consumption which is expected to considerably reduce our electricity expenses. We plan to utilize a portion of the Net Proceeds of the Issue to fund these renewable energy projects. For details, see Objects of the Issue on page 109.

Key Performance Indicators

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial Statement included in this Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. The table below summarises the Financial Performance Indicators for the periods indicated:

( in lakhs expect per share data or unless otherwise specified)
Particulars For the six month period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial Performance Indicators
Revenue from Operations (1) 13,208.48 25,504.47 23,159.12 21,310.25
EBITDA (2) 1,703.53 2,185.26 2,018.53 1,740.16
EBITDA Margin (%) (3) 12.90 8.57 8.72 8.16
Profit after Tax (PAT) (4) 700.02 799.59 655.25 205.08
PAT Margin (%) (5) 5.30 3.14 2.83 0.96
Total Borrowings (6) 6,069.56 6,248.10 6,704.46 5,570.05
Net Worth (7) 8,070.11 7,403.26 6,679.86 6,111.05
Return on Equity (ROE) (%) (8) 9.05 11.36 10.25 3.57
Return on Capital 10.74 13.37 12.5 8.61
Employed (ROCE) (%) (9)
Debt - Equity Ratio (10) 0.75 0.84 1 0.91
Fixed Assets Turnover Ratio (11) 1.68 3.74 3.28 2.74
Cash Conversion Cycle (in days) (12) 44 34 52 71
Operational Parameters
Total installed capacity in metric tonnes per day (13) 4927.50 9855 9,855 9,855
Capacity Utilization (%) (14) 87 86 87.00 70.00
No. of customers (15) 45 47 49 48

*Not Annualised

As certified our Statutory Auditors, by way of their certificate (bearing UDIN 25158931BMIGOR2246) dated November 17, 2025.

Notes:

1. Revenue from operation means revenue from operations as per the Restated Financial Statements;

2. EBITDA is calculated as profit / (loss) before tax plus Interest cost, depreciation and amortisation expense and less other income.;

3. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations;

4. Profit after Tax (PAT) for the year means the restated profit / (loss) for the year/ period after tax as per the Restated Financial Statements;

5. PAT Margin (%) for the year as a % of total Income is calculated as restated profit / (loss) for the year/ period divided by Total Income;

6. Total borrowings represent sum of current and non-current borrowings;

7. Net Worth means 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, but does not include reserves created out of revaluation of assets, write back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations;

8. ROE is calculated as PAT divided by net worth;

9. Return on Capital Employed (ROCE) is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (7) above + total current & non-current borrowings; 10. Debt to Equity Ratio is calculated as total borrowings divided by total equity;

11. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year/ period divided by property, plant and equipment; 12. Cash Conversion Cycle (in days) is calculated as inventory days plus trade receivable days minus Trade payable days. Inventory days are calculated as Inventory divided by cost of goods sold multiplied by 300 days. Trade receivable days are calculated as Trade receivables divided by Revenue from operations multiplied by 300 days. Trade payable days are calculated as Trade payable divided by cost of goods sold multiplied by 300 days; 13. Total installed capacity is the cotton yarn manufacturing ng capacity of the Company in metric tonnes;

14. Capacity utilisation is arrived by dividing the total actual production by total installed capacity during the relevant Fiscal or period, as applicable; No. of customers is the aggregate customers served by the Company.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR:

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months, except as disclosed below: a. The registered office of our Company was shifted from VRUJ, 4/2 MAHADEV WADI, Rajkot,

GONDAL, Gujarat – 360 311, India, to 566P1, Umwada Road, Near Bajrang Cotspin, Gondal Market yard, Gondal, Rajkot, Gujarat – 360 311, India for administrative convenience b. The Board approved and passed resolution on March 5, 2025 and the shareholders approved and passed special resolution on March 26, 2025 to authorize the Board of Directors to raise funds by making Initial Public Offering. c. State Bank of india had revised the sanctioned limit on March 11, 2025 and reduce the sanctioned limit from 4,003 lakhs to 3,457 lakhs on account of repayment of Term Loan.

Particulars Details of financing arrangement
Date of Sanction Letter March 11, 2025
Sanctioned Amount 3,457.00 Lakhs
Rate of interest Interest Rate of 1.75 % above EBLR which is presently 8.90%
p.a. present card rate 10.65% p.a.

d. Small Industries Development Bank of India ( SIDBI ) vide sanction letter dated March 18, 2025 had sanctioned 1489.00 lakhs for setting up a 6.1 MW Solar Power Project for captive use.

Particulars Details of financing arrangement
Date of Sanction Letter March 18,2025
Sanctioned Amount 1489.00 Lakhs
Disbursed Amount as on June 05, 1430.00 Lakhs
2025
Rate of interest Interest will be at the rate of 0.40 % above SIDB\u2019s Marginal cost
of funds-based Lending Rate (MCLR) (presently being 8.55%)
Repayment Terms 75 monthly instalments after moratorium period of 9 months
from the date of first date of disbursement of loan

For detail, see Financial Indebtedness on page 298.

KEY FACTORS AFFECTING THE RESULTS OF OPERATION:

Our business is subjected to various risks and uncertainties, including those discussed in the section titled Risk Factors on page 36. Our Companys future results of operations could be affected potentially by the following factors:

1. A major portion of our revenue from operations is dependent upon a limited number of customers and the loss of any of these customers or loss of revenue from any of these customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

2. A major portion of our revenue from operations is dependent upon a limited number of customers and the loss of any of these customers or loss of revenue from any of these customers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

3. We are dependent on a limited number of suppliers for procurement of cotton bales, our principal raw material, and any disruption in supply or adverse movement in cotton prices may materially affect our business, results of operations, and financial condition.

4. We are subject to stringent quality requirements from our institutional buyers and end-use industries. Any failure to meet prescribed quality specifications may result in product rejections, loss of customer confidence, and reputational damage, which could adversely affect our business and results of operations.

5. If we are unable to accurately forecast customer demand and maintain optimal inventory levels of cotton bales and finished yarn, our business, results of operations, and financial condition may be adversely affected.

6. We rely significantly on brokers and agents for the sale of our yarn. Any disruption in our relationships with such intermediaries or failure to manage their performance may adversely affect our business, results of operations, and financial condition.

7. A significant portion of our revenue is derived from Carded Cotton Yarn, Combed Cotton Yarn, and ELI Twist Yarn. Any decline in demand, pricing pressures, or adverse developments in the spinning or textile industry could materially and adversely impact our business, financial condition, and results of operations.

8. Delays or defaults in payments by our customers could increase our working capital requirements, impact our cash flows, and adversely affect our financial performance and condition.

9. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a poor rating may restrict our access to capital and thereby adversely affect our business and results of operations.

10. We operate in a competitive industry and face growing competition not only from domestic and international yarn manufacturers, but also from increasing preference for synthetic textiles over cotton yarns. Our inability to adapt to these changing dynamics could adversely affect our business, profitability, and market position.

OUR SIGNIFICANT ACCOUNTING POLICIES

The notes to the Restated Summary Statements included in this Red Herring Prospectus contain a summary of our significant accounting policies. For details relating to our Significant accounting policies, see Significant Accounting Policies - Annexure IV - Restated Financial Statement of the Red Herring Prospectus.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

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

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

Revenue from Operations

Revenue from operations comprises of Income generated from sale of manufactured products in domestic market.

Other Income

Other income includes (i) interest income, (ii) Foreign Exchange Fluctuations (iii) Gain on Fair value of investments and (iv) Misc income.

Expenses

Our expenses comprises of: (i) cost of material consumed; (ii) changes in inventories; (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortisation expense; and (vi) other expenses.

Cost of Material Consumed

Cost of material consumed the purchase of various raw material adjusted with opening and closing stock of Raw material, Power and fuel charges, Packing Material cost, freight and transportation Expenses, Labour Wages expenses, Other Manufacturing and Direct Expenses.

Change in inventory

Change in inventory includes difference between opening and closing balance of finished goods as at the beginning and end of the year

Employee Benefits Expense

Employee benefits expenses primarily include (i) salary and wages, (ii) Managerial Remuneration (iii) contribution to employee benefits (gratuity, provident fund and other funds) and (iii) staff welfare expenses.

Finance Cost

Finance cost includes (i) bank interest on Working capital loan; (ii) Interest on term loan (iii) Interest on late payment to parties (iv) Interest on unsecured loan (V)bank charges (v) Bank Loan Expenses.

Depreciation and Amortisation expenses

Depreciation and amortisation expenses primarily include depreciation expenses on our property, plant and equipment.

Other Expenses

Other expenses include (i) Power and fuel charges;(ii) Job work Expenses; (iii) Marketing Expenses;(iv) Repairs and Maintenance Expenses;(v) Freight Forward Charges;(vi) Quality control Expenses(vii) Professional Expenses; (viii)Packing Material Cost; (ix) Freight Expenses; (x) Fuel Charges; (xi) Water Charges; (xii) Canteen Expesnes; (xiii) office and administrative expenses; (xiv) rent and lease; (xv) Disposal Expenses.

Result for Stub Period

(Amount in Lakhs)

Income from continuing operations 30.09.2025 % of revenue
Revenue from operations 13,208.48 99.86
Total Revenue 13,208.48
Other Income 18.24
Total Revenue 13,226.72 100
Expenses
Cost of Material Consumed 11,081.80 83.78
Employee benefits expense 230.29 1.74
Income from continuing operations 30.09.2025 % of revenue
Interest cost 352.78 2.67
Other finance charges 0.34
Other expenses 210.76 1.59
Depreciation and amortisation expenses 361.80 2.74
Total Expenses 12,237.77 92.52
EBDITA 1,703.53 12.88
Restated profit before tax from continuing operations 988.95 7.48
Total tax expense 288.93
Restated profit after tax from continuing operations (A) 700.02 5.29

Standalone Financial Performance Income from Operations

Our Companys total revenue from operations for period ended on September 30, 2025 was 13,226.72lakhs.

Total Expenditure

The total expenditure for stub period ended on September 30, 2025 was 12,237.77 Lakhs which is 92.52 % of the total revenue for the stub period. The major expenditure which is part of the total expenditure is Cost of Material Consumed of 11081.80 lakhs (83.78%), Employee Benefit Expenses of 230.29 lakhs (1.74%), finance cost of 353.12 Lakhs (2.67%) and other Expenses of 210.76 lakhs (1.59%).

EBDTA

The EBDITA for the stub period was 1,703.53 lakhs representing 12.88 % of total Revenue.

Profit after Tax

The profit after Tax for the stub period was 700.02 lakhs representing 5.29 % of the total revenue.

RESULTS OF KEY OPERATIONS

( in lakhs)

31.03.2025 31.03.2024 31.03.2023
Income from continuing operations
Revenue from operations 25,504.47 23,159.12 21,310.25
Total Revenue 25,504.47 23,159.12 21,310.25
% of growth 10.13 8.66 (2.23)
Other Income 127.58 13.29 47.69
% total Revenue 0.50 0.06 0.22
Total Revenue 25,632.04 23,172.41 21,357.94
10.61 8.50 (2.20)
Expenses
Cost of Material Consumed 22,573.72 20,480.89 18,963.24
% of Revenue from operations 88.51 88.44 88.99
Employee benefits expense 446.27 423.88 412.27
% Increase/(Decrease) 5.28 2.82 3.47
Finance Cost 682.92 454.55 394.49
Interest cost 649.03 426.65 365.79
Particulars For the year ended on
31.03.2025 31.03.2024 31.03.2023
Other Borrowing Cost 33.89 27.90 28.70
% Increase/(Decrease) 50.24 15.22 (5.99)
Other expenses 392.89 221.21 213.56
% Increase/(Decrease) 77.61 3.58 (46.87)
Depreciation and amortisation expenses 598.67 629.34 883.87
% Increase/(Decrease) (4.87) (28.80) (2.09)
Total Expenses 24,694.48 22,209.87 20,867.43
% to total revenue 96.34 95.85 97.70
EBDITA 2,185.27 2,018.53 1,740.17
% to total revenue 8.53 8.71 8.15
Restated profit before tax from continuing 962.54 490.51
operations 937.57
Exceptional Item
Total tax expense 137.97 307.29 285.43
Restated profit after tax from continuing 655.25 205.08
operations (A) 799.59
% to total revenue 3.12 2.83 0.96

Quantitative Details

Financial Purchase of Material Sale of Material
Year (Qty In Metric Tonns) (Amount in (Qty In Metric (Amount in
Lakhs) Tonns) Lakhs)
2022-23 10,309.016 17,490.85 9,618.459 21,488.40
2023-24 8,463.235 17,018.13 8,140.650 21,048.90
2024-2025 16,233.214 24,322.96 12,164.648 25,279.54
September 30, 9,418.089 12,472.12 6,729.149 13,216.68
2025

COMPARISON OF F.Y. 2024-25 WITH F.Y. 2023-24: Income from Operations

Our Companys Total revenue from operations for FY 2024-25 was 25504.47 lakhs which is increased by 10.13 % in comparison to F.Y. 2023-24 total revenue of operation of 23159.12 lakhs. The turnover in value wise increased by 10.13 %.

Expenditure:

Cost of Material Consumed

The Cost of Material Consumed for F.Y.2024-2025 was 22573.72 lakhs against the cost of Material Consumed of 20480.89 lakhs in F.Y. 2023-2024. The cost of material consumed was adjusted for the change in inventory. The cost of material consumed was 88.51 % of the total revenue from operations in F.Y 2024-2025 as against 88.44 % of total revenue from Operations in F.Y 2023-2024.

Employee Benefits Expenses:

The Employee expenses for F.Y. 2024-2025 was 446.27 lakhs against the expenses of 423.88 lakhs in F.Y. 2023-24 showing increase by 5.28 %. The increase in the normal increment to the existing employees result in to increase of the employee cost.

Finance Cost:

The Finance Cost for F.Y. 2024-25 was 682.92 lakhs against the cost of 454.55 Lakhs in F.Y. 2023-24 showing an increase of 50.24 %. The increase in the Finance cost is due interest payment of 216.37 Lakhs to unsecured loan in F.Y. 2024-25 as against 0.93 Lakhs in F.Y 2023-24.

Other Expenses

Other Expenses increased to 392.89 lakhs for F.Y. 2024-25 against 221.21 Lakhs in F.Y. 2023-24 showing increase by 77.61 %. The other expenses increased on account of legal and professional fees which was 146.38 lakhs in FY 2024-25 against 78.62 lakhs in FY 2023-24 and commission on s which was 105.00 lakhs in FY 2024-25 against 72.48 Lakhs in FY 2023-24.

Depreciation and Amortisation Expenses:

The Depreciation for F.Y. 2024-25 was 598.67 lakhs as compared to 629.34 lakhs for F.Y. 2023-24. The depreciation decreased by 4.87 % in F.Y. 2024-25 as compared to F.Y. 2023-24. The depreciation was provided on Written Down Method and the reduction in the amount of depreciation was on account of reduction in the amount of depreciation on plant and machinery. The depreciation on plant and machinery was 507.87 Lakhs in FY 2024-25 as against 531.80 Lakhs in Fy 2023-24.

EBDITA

The EBDTA for F.Y. 2024-25 was 2185.27 lakhs as compared to 2018.53 lakhs for F.Y. 2023-24. The EBDITA was 8.53 % in FY 2023-24 of total Revenue as compared to 8.71% in FY 2023-24. The marginal Decrease in EBDITA was on account of increase in of cost of material consumed in relation to income from operation by 0.07 % in F.Y. 2024-25 as compared to F.Y. 2023-24 and increase in other expenses in relation to income from operation by 0.59 % in F.Y. 2024-25 as compared to F.Y. 2023-24.

Profit after Tax (PAT)

PAT is 799.59 lakhs for F.Y. 2024-25 as compared to 655.25 Lakhs in F.Y. 2023-24. The PAT was 3.12% of total revenue in F.Y. 2024-25 compared to 2.83. The PAT increased on account of increase of revenue by 10.013 % and charging less non cash expenditure i.e. depreciation by 30.67 Lakhs in FY 2024-25 in comparison of FY 2023-24.

COMPARISON OF F.Y. 2023-24 WITH F.Y. 2022-23: Income from Operations

Our Companys Total revenue from operations for FY 2023-24 was 23159.12 lakhs which is increased by 8.66 % in comparison to F.Y. 2022-23 total revenue of operation of 21,310.25 lakhs. The turnover in value wise increased by 8.66 %. However, the price of the Raw material has decreased in FY 2024 in comparison of FY 2023. In terms of quantity the company had sold yarns 10,604.099 MetricTonnes in FY 2024 while in FY 2023 the total yarn sold was 8,140.650 MetricTonnes.

Expenditure:

Cost of Material Consumed

The Cost of Material Consumed for F.Y.2023-2024 was 20480.89 lakhs against the cost of Material Consumed of 18963,24 lakhs in F.Y. 2022-2023. The cost of material consumed was adjusted for the change in inventory. The cost of material consumed was 88.44 % of the total revenue from operations in F.Y 2023-2024 as against 88.99 % of total revenue from Operations in F.Y 2022-2023.

Employee Benefits Expenses:

The Employee expenses for F.Y. 2023-2024 was 423.88 lakhs against the expenses of 412.27 lakhs in F.Y. 2022-23 showing increase by 2.82 %. The increase in the normal increment to the existing employees and revision of the Directors remuneration result in to increase of the employee cost.

Finance Cost:

The Finance Cost for F.Y. 2023-24 was 454.55 lakhs against the cost of 394.49 Lakhs in F.Y. 2022-23 showing an increase of 15.22 %. The increase in the Finance cost is due to utilization of more working capital limits in F.Y. 2023-24 as compared to F.Y 2022-23 and late payment interest to parties of 39.00 lakhs in FY 2023-24 as against Rs. 9.22 Lakhs in Fy 2022-23. The interest om working capital loans in FY 2023-24 was RS. 128.20 Lakhs against RS 56.00 Lkahs in FY 202-23.

Other Expenses

Other Expenses increased to 221.21 lakhs for F.Y. 2023-24 against 213.56 Lakhs in F.Y. 2022-23 showing increase by 3.58 %. The other expenses increased on account of legal and professional fees which was 78.62 lakhs in FY 2023-24 against 33.30 lakhs in FY 2022-23. The reduction of the commission on sales in the FY 2023-24 in compared to FY 2022-23 result into moderate increase of the Other expenses. The Commission on sales which was 87.16 lakhs in FY 2022-23 has reduced to 72.48 Lakhs in FY 2023-24.

Depreciation and Amortisation Expenses:

The Depreciation for F.Y. 2023-24 was 629.34 lakhs as compared to 883.87 lakhs for F.Y. 2022-23. The depreciation decreased by 28.80 % in F.Y. 2023-24 as compared to F.Y. 2022-23. The depreciation was provided on Written Down Method and the reduction in the amount of depreciation was on account of reduction in the amount of depreciation on plant and machinery. The depreciation on plant and machinery was 531.80 Lakhs in FY 2023-24 as against 773.63 Lakhs in Fy 2022-23.

EBDITA

The EBDTA for F.Y. 2023-24 was 2018.53 lakhs as compared to 1740.174 lakhs for F.Y. 2022-23. The EBDITA was 8.71 % in FY 2023-24 of total Revenue as compared to 8.15 % in FY 2022-23. The marginal increase in EBDITA was increased on account of reduction of cost of material consumed in relation to income from operation by 0.53 % in F.Y. 2023-24 as compared to F.Y. 2022-23.

Profit after Tax (PAT)

PAT is 962.54 lakhs for F.Y. 2023-24 as compared to 490.51 Lakhs in F.Y. 2022-23. The PAT was 2.83% of total revenue in F.Y. 2023-24 compared to 0.96. The PAT increased on account of increase of revenue by 8.66 % and charging less non cash expenditure i.e. depreciation by 254.50 Lakhs in FY 2023-24 in comparison of FY 2022-23.

LIQUIDITY AND CAPITAL RESOURCES

We depend on both internal and external sources of liquidity to provide working capital and to fund capital expenditure. We have historically funded our capital expenditure with cash flow from operations , Equity capital and debt financing. We generally enter into long term borrowings in the form of working capital and term loan from bank.

CASH FLOW
( in lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Net cash from Operating Activities 2,175.51 (491.15) 1006.93
Net cash flow from Investing Activities (1,003.05) (218.83) (465.17)
Net Cash Flow Financing Activities (1,139.27) 679.86 (520.65)

Cash flow from Operating activity FY 2025

The cash flow from operating activity was positive of 2175.51 lakhs. Our Profit before Tax for that period was 941.39 lakhs. Adjustment for non-cash and non-operating items primarily consist of Depreciation amounting to 598.67 lakhs, Interest expenses of 682.92 lakhs, which was primarily set off by Interest income of 12.14 lakhs and Gain on fair value of Investment of 3.97 Lakhs. Our Operating profit before change in working capital was 2,206.87 lakhs. The Net change in working capital was 217.07 lakhs which is on account of increase in Trade Payables and other current liabilities more than the current assets like Receivables, Inventory , Other Current Financial Assets, Other Non-Current Assets and Other Non-Current Financial Assets.

FY 2024

The cash flow from operating activity was negative of 491.15 lakhs. Our Profit before Tax for that period was 964.05 lakhs. Adjustment for non-cash and non-operating items primarily consist of Depreciation amounting to 629.34 lakhs, Interest expenses of 454.55 lakhs, which was primarily set off by the MAT credit of 116.26 lakhs ,Interest income of 8.67 lakhs and Gain on fair value of Investment of 3.82 Lakhs. Our Operating profit before change in working capital was 2151.71 lakhs. The Net change in working capital was (2363.67) lakhs which is on account of increase in Trade Receivables, Other Current Financial Assets, Other Non-Current Assets and Other Non-Current Financial Assets which was primarily set off by decrease in Inventory Increase in trade payables, Increase in other financial Liability, Increase in other Current Liabilities , Increase in provisions, Decrease in current Tax Assets, Increase in Current Tax Liabilities.

FY 2023

The cash flow from operating activity was positive of 1006.93 lakhs. Our Profit before Tax for that period was 491.42 lakhs. Adjustment for non-cash and non-operating items primarily consist of Depreciation amounting to 883.87 lakhs, Interest expenses of 394.49 lakhs, which was primarily set off by MAT credit of 84.54 lakhs , the Interest income of 40.41 lakhs and Gain on fair value of Investment of 1.95 Lakhs. Our Operating profit before change in working capital was 1811.96 lakhs. The Net change in working capital was (637.24) lakhs which is on account of increase in Inventories, Decrease in other current liabilities, Decrease in other financial Liabilities, Decrease in Trade Payables, Increase Other Current Assets which was primarily set off by decrease in Trade Receivables, Decrease in other non-current financial assets, Decrease in other non-current assets, Decrease in other current financial assets, Increase in Provisions

Cash flow from Investing activity FY 2025

The cash flow from Investing activity was negative of 1003.05 lakhs primarily due to purchase of fixed assets of 1015.19 lakhs which was partially set off by interest income of 12.14 lakhs.

FY 2024

The cash flow from Investing activity was negative of 218.83 lakhs primarily due to purchase of fixed assets of 227.50 lakhs which was partially set off by interest income of 8.67 lakhs.

FY 2023

The cash flow from Investing activity was negative of 465.17 lakhs primarily due to purchase of fixed assets of 505.58 lakhs which was partially set off by interest income of 40.41 lakhs.

Cash flow from Financing Activity

FY 2025

The cash flow from financing activity was negative of 1139.27 lakhs primarily due to decrease in borrowings of 456.35 lakhs and interest payment of 682.92 lakhs.

FY 2024

The cash flow from financing activity was positive of 679.86 lakhs primarily due to increase in borrowings of 1134.41 lakhs which was partially set off by interest payment of 454.55 lakhs.

FY 2023

The cash flow from financing activity was negative of 520.65 lakhs primarily due to decrease borrowings of 126.16 lakhs and interest payment of 394.49 lakhs.

SELECTED BALANCE SHEET ITEMS

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various types of market risks during the normal course of business. Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and commodity risk. We are exposed to commodity risk, foreign exchange risk, interest rate risk, credit risk and inflation risk in the normal course of our business.

Commodity Risk

We are exposed to the price risk associated with purchasing our raw materials, which form the highest component of our expenses. We typically do not enter into formal arrangements and long-term contract with our suppliers. Therefore, fluctuations in the price and availability of raw materials may affect our business, cash flows and results of operations. We do not currently engage in any hedging activities against commodity price risk.

Interest Rate Risk

We are exposed to interest rate risk primarily as a result of term loans from banks. As at March 31, 2024, we had all of our loans that are subject to floating rates of interest, which exposes us to market risk as a result of changes in interest rates. Upward fluctuations in interest rates would increase the cost of new debt and interest cost of outstanding variable rate borrowings. In addition, any increase in interest rates could adversely affect our ability to service long-term debt, which would in turn adversely affect our results of operations. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the RBI, domestic and international economic and political conditions, inflation and other factors. Upward fluctuations in interest rates increase the cost of servicing existing and new debts, which adversely affects our results of operations and cash flows.

Inflation

India has experienced high inflation in the recent past, which has contributed to an increase in interest rates. High fluctuation in inflation rates may make it more difficult for us to accurately estimate or control our costs.

Credit Risk

We are exposed to credit risk on amounts owed to us by our clients. If our clients do not pay us promptly, or at all, it may impact our working capital cycle, and/or we may have to make provisions for or write-off on such amounts.

INFORMATION REQUIRED AS PER ITEM 11 (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS :

1. Unusual or infrequent events or transactions

To our knowledge, there have been no unusual or infrequent events or transactions that have taken place during the last three years other than shut down of business due to COVID-19.

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

Our business has been subject to, and we expect it to continue to be subject, to significant economic changes that materially affect or likely to affect our income.

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

Apart from the risks as disclosed under Section titled Risk Factors on page 36, to our knowledge there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Expected Future Changes in relationship between costs and revenues, in case of events such as future increase in labour, Material costs or prices that will cause a material change are known.

Other than as described Risk Factors , Our Business , Managements Discussion and Analysis of Financial Position and Result of Operations on Pages 36, 182 and 313 respectively, to our knowledge, there are no known factors that might affect the future relationship between expenditure and income which may have a material adverse impact on our operations and finances.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Changes in revenue in the last three Financial Years are as described in Results of Key Operations – Comparison of FY 2024-25 with FY 2023-24 and FY 2023-24 with FY 2022-23 and mentioned above. Increases in revenues are by and large linked to increases in volume of business mentioned above.

6. Total turnover of each major industry segment in which the issuer company operated.

The Company is in the business of single segment of manufacturing cotton Yarn. For detail, see Our Business and Industry Overview on page 182 and 139.

7. Status of any publicly announced new products or business segment.

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

8. The extent to which business is seasonal.

Although our business operations run year-round and are not inherently seasonal, our core raw material, cotton bales, is sourced from the cotton plant, which is a Kharif crop. This means cotton is cultivated and harvested during a specific season, typically from June to October, depending on regional conditions. As a result, the availability of raw cotton is limited to this window.

9. Any significant dependence on a single or few suppliers or customers.

Our business is affected by risks associated with our dependency on some of our customers. For further details see, Risk Factors - A major portion of our revenue from operations is dependent upon a limited number of customers and the loss of any of these customers or loss of revenue from any of these customers could have a material adverse effect on our business, financial condition, results of operations and cash flows on page 37.

10. Competitive conditions.

We operate in a competitive environment. Our Business operations are affected by competition from domestic as well international Competitors. For details, see Our Business , Industry Overview and

Risk Factors on page 182, 139 and 36 respectively.

SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or regulatory authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined below); involving our Company, its Directors, the Promoters, KMPs and SMPs ( Relevant Parties ). Further, there are no disciplinary actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs, including any outstanding action. For the purpose of material litigation in (d) above, our Board in its meeting held on November 17, 2025 has considered and adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties ( Materiality Policy ). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant Parties, other than criminal proceedings and actions by regulatory authorities and statutory authorities, will be considered material if: (i) the omission of an event or information, whose value or the expected impact in terms of value exceeds the limits as prescribed under the SEBI Listing Regulations (as amended from time to time) i.e.: a) two percent of turnover, as per the last annual restated financial statements of the Company; or b) two percent of net worth, except in case of the arithmetic value of the networth is negative, as per the last annual restated financial statements of the Company; or c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated financial statements of the Company. Accordingly, any transaction exceeding the lower of i, ii or iii above or 27.67 lakh will be considered for the above purpose; or (ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in individual litigation does not exceed the amount determined as per clause (i) above, and the amount involved in all of such cases taken together exceeds the amount determined as per clause (i) above; and (iii) any such litigation which does not meet the criteria set out in (i) above and an adverse outcome in which would materially and adversely affect the operations or financial position of the Company. In terms of the materiality policy above any litigations (apart from (a) criminal proceedings; (b) actions by statutory or regulatory authorities and (c) claims relating to direct and indirect taxes), the monetary value of which or the adverse impact resulting from such litigation exceeds 27.67 lakh shall be considered Material Litigation. It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise decided by our Board, are not evaluated for materiality until such time that the Relevant Parties are impleaded as defendants in litigation proceedings before any judicial forum. Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board has considered and adopted a policy of materiality for identification of material outstanding dues to creditors by way of its resolution dated November 17, 2025. In terms of the materiality policy, creditors of our Company to whom amounts outstanding dues to any creditor of our Company exceeding 326.71 lakh i.e. 5% of the total trade payables of our Company as per the latest Restated Financial Statements of our Company disclosed in this Red Herring Prospectus, would be considered as material creditors. The trade payables of our Company as on September 30, 2025 were 6,534.28 lakh. Details of outstanding dues to micro, small and medium enterprises and other creditors separately giving details of number of cases and amount involved, shall be uploaded and disclosed on the website of the Company as required under the SEBI ICDR Regulations .

For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available with our Company regarding the status of the creditor as defined under the Micro, Small and Medium Enterprises Development Act, 2006 as amended, read with the rules and notification thereunder, as amended, as has been relied upon by the Statutory Auditors.

Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus. All terms defined in a particular litigation disclosure pertains to that litigation only.

I. Litigation involving our Company.

A. Litigation filed against our Company.

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities

Nil

3. Material civil proceedings

Nil

B. Litigation filed by our Company.

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities a. Shree Ram Twistex Limited vs State of Gujarat and State Tax Officer – 14728 of 2019

Shree Ram Twistex Limited ( Petitioner ) has filed a special civil application before the Honble High Court of Gujarat at Ahmedabad, under section Article 226 of the Indian Constitution, against State of Gujarat ( Respondent 1 ) and ( Respondent 2 ). The Petitioner had received an order for supply of cotton yarn from Gondal to Surat for which the Petitioner had generated Tax Invoice dated August 26, 2019, however failed to generate E-way Bill due to advertence. The said goods were later intercepted by Respondent 2 and detained/seized on the ground for not generating E-way Bill. Further, Respondent 2 issued an impugned notice dated August 27, 2019, for confiscation of goods u/s 130 of the GST Act, without following any procedure stipulated u/s 129 of the GST Act. The Petitioner later paid 100% penalty to release the goods at the earliest. However, Respondent 2 refused to release the goods and have arbitrarily held the goods. Hence aggrieved by this, the Petitioner has filed the present petition and prays before the Honble Court to issue a writ of Mandamus or a writ of any nature or an order or direction for quashing and setting aside the impugned order dated August 27, 2019. Further to direct the Respondents to release the truck along with goods, therein quashing and setting aside the detention notice, and to pass any such order or direction as the Honble Court deems fit. The matter is currently pending and the next date of hearing is yet to be notified.

3. Material civil proceedings a. Shree Ram Twistex Limited vs Maganbhai Shukhabhai Sabad – R/First Appeal No. 2134 of 2020

Shree Ram Twistex Limited ( Petitioner ) has filed an appeal before the Honble High Court of Gujarat at Ahmedabad ( Honble Court ), against Maganbhai Shukhabhai Sabad ( Respondent ). The Respondent had worked as a driver for the Petitioner from December 01, 2015 to May 31, 2016. The Respondent was once assigned with the work of cutting cotton bales, and while doing so an iron road flew and got stuck in the Respondents left eye, thereby causing permanent disablement in the left eye of the Respondent. The Respondent had filed an application bearing number 23 of 2016, before the Honble

Commissioner Shri B.D. Parmar, at Rajkot ( Honble Commissioner ), against the Petitioner for non- payment of the compensation of 3,42,700.80 within 30 days of the incident, wherein the Honble Commissioner passed a judgement in favour of the Respondent. The Petitioner has filed the present appeal before the Honble court to challenge the impugned order passed by the Commissioner and therefore prays before the Honble Court to allow the present Petition and to pass an order or direction in favour of the Petitioner as the Honble Court deems fit and proper. The matter is currently pending, and the next date of hearing is February 23, 2026.

C. Tax proceedings

Particulars Number of cases Aggregate amount involved to the extent ascertainable
( in lakhs ) ^
Direct Tax 7 * 0.74
Indirect Tax 1 # 16.16
Total 8 16.9

* Includes

TDS Traces default for Fiscal Year 2014-2015, 2016-2017, 2017-2018, 2018-2019, 2020-2021,2021-2022, 2023-2024 amounting to 730, 31,440, 3,980, 690, 3,300, 27,970, 6,680respectively # Includes GST Outstanding Demand bearing demand ID no. ZD2411251015711, dated November 27, 2025, amounting to 16,16,526

II. Litigation involving our Directors (other than Promoters)

A. Litigation filed against our Directors (other than Promoters)

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities

Nil

3. Material civil proceedings

Nil

B. Litigation filed by our Directors (other than Promoters)

1. Criminal proceedings

Nil

2. Material civil proceedings

Nil

C. Tax proceedings

Particulars Number of cases Aggregate amount involved to the extent ascertainable
( in lakhs )
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil

III. Litigation involving our Promoters

A. Litigation filed against our Promoters

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities

Nil

3. Material civil proceedings

Nil

B. Litigation filed by our Promoters

1. Criminal proceedings

Nil

2. Material civil proceedings

Nil

C. Tax proceedings

Particulars Number of cases Aggregate amount involved to the extent ascertainable
( in Rs. lakhs )
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil

IV. Litigation involving our KMPs and SMPs (Other than Promoters and Directors) A. Litigation filed against our KMPs and SMPs (Other than Promoters and Directors)

1. Criminal proceedings

Nil

2. Outstanding actions by regulatory and statutory authorities

Nil

B. Litigation filed by our KMPs and SMPs(Other than Promoters and Directors)

1. Criminal proceedings

Nil

C. Tax proceedings

Particulars Number of cases Aggregate amount involved to the extent ascertainable
( in lakhs )^
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil

Outstanding dues to creditors

Our Board, in its meeting held on November 17, 2025 has considered and adopted the Materiality Policy. In terms of the Materiality Policy, creditors of our Company, to whom an amount outstanding dues to any creditor of our Company exceeding 326.71 lakh of trade payable as on the date of the latest period in the Restated Financial Statements was outstanding, were considered material creditors. Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at September 30, 2025 by our Company, are set out below:

Type of creditors Number of creditors Amount involved
(in lakh)
Material creditors Includes MSME Creditors 4 5,278.69
Micro, Small and Medium Enterprises 64 5,839.41
Other creditors 17 694.87
Total 81 6,534.28

The details pertaining to net outstanding dues towards our material creditors as on September 30, 2025 (along with the names and amounts involved for each such material creditor) are available on the website of our Company at www.shreeramtwistex.com. It is clarified that such details available on our website do not form a part of this Red Herring Prospectus. The Company has not made any late payments to its MSME Creditors; consequently, no interest payments on account of delayed payments have been made to them.

Material Developments

Other than as stated in the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations – Significant Developments after September 30, 2025 on beginning on page 318, there have not arisen, since the date of the last financial information disclosed in this Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months.

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