The following discussion is intended to convey managements perspective on our financial condition and results of operations for the financial years ended March 31, 2025, 2024 and 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Financial Statement, as Restated on page 189 of the Draft Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors on page 24 of this Draft Prospectus. Actual results could differ materially from those contained in any forwardlooking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "ForwardLooking Statements on page 16 of this Draft Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the twelvemonth period ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to SJP Ultrasonics Limited, our Company on Standalone Basis. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the financial years ended March 31, 2025, 2024, 2023 is on a standalone basis included in this Draft Prospectus beginning on page 189 of this Draft Prospectus
BUSINESS OVERVIEW
Our Company was incorporated on January 27, 2012 as ‘SJP Ultrasonics Private Limited, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated January 27, 2012 issued by the Registrar of Companies, Maharashtra at Mumbai. Further, our Company was converted into a public limited company pursuant to a resolution passed by the Board of Directors in their meeting held on September 25, 2023 and by our Shareholders at an Extraordinary General Meeting held on October 25, 2023 and consequently the name of our Company was changed to ‘SJP Ultrasonics Limited and a fresh certificate of incorporation dated November 16, 2023 was issued by the Registrar of Companies, Maharashtra at Mumbai. The corporate identification number of our Company is U29253MH2012PLC226489.
We are an end-to-end plastic joining solution providers and automation experts, offering specialised solutions mainly in the Automotive industry and industries related to Medical, Electrical, Electronics, Textile, FMCG, Toys, Gift & Stationery, Food & Packaging, Defence & Educational Institutes. Our expertise lies in technical innovation by manufacturing machinery, tools and automated processes for our customers, offering targeted solutions in various industries. Owing to our customised offerings, our Company has curated the following major revenue streams and business segments:
1. Plastic joining solutions
2. Industrial automation
3. Laser technology solutions
For more details, kindly refer the chapter titled "Business Overview on page 228 of this Draft Prospectus.
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 Information included in this Draft 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 AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. A list of our KPIs for the period or the Financial Years ended March 31, 2025, 2024 and 2023 is set out below:
| Key Performance Indicators# | March 31, 2025 | March 31, 2024 | March 31, 2023 |
| Revenue from Operations(1) | 2,105.73 | 1,521.07 | 1,145.33 |
| Total Revenue | 2,115.47 | 1,522.36 | 1,153.04 |
| Gross Profit(2) | 1,920.56 | 1,744.29 | 1,338.56 |
| Gross Margin(3) | 91.21% | 114.68% | 116.87% |
| EBITDA(4) | 683.68 | 541.50 | 270.59 |
| EBITDA Margin(5) | 32.47 | 35.60 | 23.63 |
| Profit After Tax for the Year ("PAT")(6) | 417.25 | 340.20 | 141.30 |
| PAT Margin(7) | 19.81% | 22.37% | 12.34% |
| ROE(8) | 38.86% | 69.79% | 59.82% |
| ROCE(9) | 50.80% | 80.53% | 70.94% |
| Net Debt/ EBITDA | 0.12 | 0.17 | 0.26 |
Notes:
1. Revenue from Operations means the income generated by an entity from its daily core business operations
2. Gross profit represents revenue from operations less cost of goods sold. Cost of goods sold comprises of cost of materials consumed, Purchases of Stock-In-Trade and Changes in Inventories of Finished Goods, Work-In-Progress and Stock-InTrade
3. Gross profit margin is calculated as gross profit as a percentage of revenue from operations
4. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year / period and adding back finance costs, depreciation, and amortization expense
5. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
6. Profit after tax represents the restated profits of our Company after deducting all expenses
7. Profit margin is calculated as restated net profit after tax for the year/period divided by revenue from operations
8. Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
9. Return on capital employed calculated as Earnings before interest and taxes divided by average capital employed (average capital employed calculated as average of the aggregate value of total equity, total debt and deferred tax liabilities of the current and previous financial year/period
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED FINANCIALS
After the date of last Audited Accounts i.e. for the Financial Year ended March 31, 2025 the Directors of our Company confirm that, there have not been any significant material developments.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factor" beginning on page 24 of this Draft Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:
• We derive a significant portion of our revenue from providing solutions under two business segments viz., Plastic Joining Solutions and Industrial Automation.
• Company was not registered under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 until June 15, 2024 and consequently had violated the provisions of the Employees Provident Fund and Miscellaneous Provisions Act, 1952.
• Company was not registered under the Employees State Insurance Act, 1948 until June 15, 2024 and consequently had violated the provisions of the Employees State Insurance Act, 1948.
• A significant portion of revenue is generated from our limited number of large customers and if we are unable to maintain our relationship with such customers or if there is a reduction in their demand for our services/ products. Business, results of operations and financial condition will be materially and adversely affected.
DISCUSSION ON RESULT OF OPERATION
Our Significant Accounting Policies
For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled "Restated Financial Statements"beginning on page 189 of the Draft Prospectus
Overview of Revenue & Expenditure
Our revenue and expenses are reported in the following manner:
Income
Our total income comprises of (i) revenue from operations and (ii) other income.
Revenue from Operations
Revenue from operations comprises of sale of products and other operating revenue Other Income
Other income includes Exchange Rate difference, Profit on sale of car, Discount Received on Purchase, Freight Charges Received on Sales, and other miscellaneous income
The below table show our revenue for the financial year ended 2025, 2024 and 2023:
| Particulars | For the Financial Year ended | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Income | |||
| Revenue from Operations | 2,105.73 | 1,521.07 | 1,145.33 |
| % of total revenue | 99.54 | 99.92 | 99.33 |
| Other income | 9.74 | 1.29 | 7.71 |
| % of total revenue | 0.46 | 0.08 | 0.67 |
| Total Revenue | 2,115.47 | 1,522.36 | 1,153.04 |
Expenses
Our expenses comprise of cost of raw material consumed, purchase of stock-in-trade, change in inventories, employee benefits expense, finance costs, depreciation and amortization expense and other expenses
Cost of Material Consumed
This represents cost of materials consumed comprising of different parts required to manufacture machines and tools Purchase of Stock-in-Trade
This comprise of ultrasonic welding machines, which we import from China, Taiwan, and Germany for resale.
Changes in Inventories of Finished Goods and Work-in-Progress
Change in inventories comprises of changes in the stock of machines manufactured / machines which are in the process of getting manufactured
Employee benefits expense
Employee benefits expenses include salaries and wages, gratuity, bonus expenses, other allowances and staff &, Over time Expenses expense.
Other Expense
Other Expenses Include Rent, Traveling Allowance of Service Employee Marketing Team, Brokerage Commission, Professional Fees, Courier Charges Transport Charges, Office Expenses.
Financial Charges
Finance cost includes interest expenses; interest on MSME dues, Exchange Rate Difference, Late Fees on GST / TDS Bank Charges Etc
Depreciation and Amortization expenses
Depreciation and amortization expenses primarily include depreciation expenses on our plant and equipment, vehicle, electrical installation, computer and printer, furniture and fittings, office equipment and mobile, Software.
RESULTS OF OUR OPERATION
| Particulars | 31 March 2025 | 31 March 2024 | 31 March 2023 |
| Incomes: | |||
| Revenue from Operations | 2,105.73 | 1,521.07 | 1,145.33 |
| % of total revenue | 99.54% | 99.92% | 99.33% |
| % Increase/(Decrease) | 38.44% | 32.81% | - |
| Other income | 9.74 | 1.29 | 7.71 |
| % of total revenue | 0.46% | 0.08% | 0.67% |
| % Increase/(Decrease) | 655.04% | (83.27%) | - |
| Total Revenue | 2,115.47 | 1,522.36 | 1,153.04 |
| % Increase/(Decrease) | 38.96% | 32.03% | - |
| Expenses: | |||
| Changes in inventories of finished goods | (53.92) | (387.60) | (193.23) |
| % of total revenue | (2.55%) | (25.46%) | (16.76%) |
| % Increase/(Decrease) | (86.09%) | 100.59% | - |
| Cost of Materials Consumed | 568.33 | 599.00 | 446.68 |
| % of total revenue | 26.87% | 39.35% | 38.74% |
| % Increase/(Decrease) | (5.12%) | 34.10% | - |
| Employee Benefit expenses | 482.53 | 412.35 | 357.22 |
| % of total revenue | 22.81% | 27.09% | 30.98% |
| % Increase/(Decrease) | 17.02% | 15.43% | - |
| Purchase of Stock in Trade | 239.09 | 164.38 | - |
| % of total revenue | 11.30% | 10.80% | - |
| % Increase/(Decrease) | 45.45% | - | |
| Other Expenses | 186.01 | 191.45 | 264.07 |
| % of total revenue | 8.79% | 12.58% | 22.90% |
| % Increase/(Decrease) | (2.84%) | (27.50%) | - |
| Total Expense | 1,422.05 | 979.58 | 874.75 |
| % of total revenue | 67.22% | 64.35% | 75.86% |
| % Increase/(Decrease) | 45.17% | 11.99% | - |
| Profit before Interest, Depreciation and Tax | 683.69 | 541.49 | 270.59 |
| % of total revenue | 32.32% | 35.57% | 23.47% |
| Depreciation and amortization Expenses | 50.49 | 31.87 | 37.86 |
| % of total revenue | 2.39% | 2.09% | 3.28% |
| % Increase/(Decrease) | 58.42% | (15.82%) | - |
| Profit before Interest and Tax | 642.94 | 510.91 | 240.44 |
| % of total revenue | 30.39% | 33.56% | 20.85% |
| Financial Charges | 92.48 | 36.74 | 25.80 |
| % of total revenue | 4.37% | 2.41% | 2.24% |
| % Increase/(Decrease) | 99.53% | 42.40% | - |
| Profit before Tax and Extraordinary Expenses | 550.46 | 472.88 | 214.64 |
| % of total revenue | 26.02% | 31.06% | 18.62% |
| Extraordinary Expenses | - | - | - |
| % of total revenue | - | - | - |
| % Increase/(Decrease) | - | - | - |
| Restated Profit/(Loss) before tax | 550.46 | 474.17 | 214.64 |
| % of total revenue | 26.02% | 31.15% | 18.62% |
| % Increase/(Decrease) | 18.49% | 120.91% | - |
| Tax expenses/(income) | - | - | - |
| Current and prior years Tax (net) | 146.12 | 135.30 | 67.76 |
| Provisions for Deferred Tax | (12.91) | (1.32) | 5.58 |
| Total tax expenses | 133.21 | 133.98 | 73.34 |
| % of total revenue | 6.30% | 8.80% | 6.36% |
| Restated profit/(loss) after Tax | 417.25 | 340.19 | 141.30 |
| % of total revenue | 19.72% | 22.35% | 12.25% |
| % Increase/(Decrease) | 22.65% | 140.74% | - |
| Income from Minority and Associate | - | - | - |
| Profit/(Loss) attributable to owners of the company | - | - | - |
FINANCIAL YEAR ENDED MARCH 31, 2025 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024
Revenue from Operations
Revenue from Operations increased by 38.44% from Rs. 1,521.07 Lakhs in Fiscal Year 2024 to Rs. 2,105.73 Lakhs for the Fiscal Year Ended 2025 on account of increase in volumes of sales of products and services to existing and new customers.
Cost of material consumed:
Cost of material goods decreased by 5.12% from Rs. 599.00 Lakhs in Fiscal Year 2024 to Rs. 568.33 Lakhs for the Fiscal year 2025 as the Company had stored stock of raw materials in anticipation of high volume of orders for the machines manufactured and services provided by the Company under Plastic Joining Solutions and Industrial Automation.
Purchase of Stock in Trade
There was an increase in Purchase of Stock - in Trade by 45.45% from Rs. 164.38 lakhs in Fiscal Year 2024 to Rs. 239.09 lakhs in Fiscal Year 2025 due to increase in orders of ultra-sonic welding machines from the Customers.
Changes in inventories of finished goods and Work-in- Progress:
There was a change of in inventories of finished goods and Work-in Progress of Rs. (53.92) lakhs in Fiscal Year 2025 on account of increase in Stock of finished goods and Work-In- Progress from Rs. 647.68 lakhs at the beginning of the Fiscal year 2025 to 701.60 lakhs at the close of Fiscal Year 2025. Similarly, there was a change in inventories of finished goods and Work-Progress of (387.60) lakhs in Fiscal Year 2024 due increase in Stock of finished goods and Work-InProgress from Rs. 260.08 lakhs at the beginning of the Fiscal year 2024 to 647.68 lakhs at the close of Fiscal Year 2024. This change in Stock of finished goods and Work-In- Progress for both the fiscal years was on account of non- delivery of certain machinery which were manufactured by the Company in the Plastic Joining and Industrial Automation Segment but could not be delivered to the clients pending trials, samples and approvals.
Employee Benefit Expenses:
Employee Benefit Expenses increased by 17.02% from Rs. 412.35 Lakhs at Fiscal Year 2024 to Rs. 482.53 Lakhs for the Fiscal year 2025 on account of increments given to existing staff as part of annual appraisals, hiring of new staff, Bonus expenses, etc.
Other Expenses:
Other Expenses decreased by 2.84% from 191.45 lakhs in Fiscal 2024 to Rs. 186.01 lakhs in Fiscal 2025 on account of reduction of bad debts suffered by the Company. Further the Company exercised cost control mechanism on ancillary cost such as packaging, etc.
Expenditure (other than financial cost and Depreciation):
Total expenditure increased by 45.17 % from Rs. 979.58 Lakhs in Fiscal Year 2024 to Rs. 1,422.04 Lakhs for the Fiscal Year 2025 on account reasons mentioned above.
Depreciation & Amortization Expenses
Depreciation increased by 58.42% from Rs. 31.87 lakhs in fiscal year 2024 to Rs. 50.49 lakhs in Fiscal Year 2025 on account of purchase of fixed assets by the Company.
Finance Cost
Finance Cost Increased by 99.53% from 36.74 lakhs in Fiscal 2024 to 92.48 lakhs in Fiscal 2025 on account of interest on statutory dues paid by the Company.
EBIDTA
Profit before Interest, Depreciation and Tax has increased by 26.26% from 541.50 lakhs in Fiscal 2024 to Rs. 683.69 lakhs in Fiscal 2025 which was majorly due to factors mentioned above.
Net Profit after Tax
Net Profit after tax has increased by 19.72% from Rs 340.19 Lakhs for the fiscal Year 2024 to Rs. 417.25 Lakhs for the Fiscal year 2025 which was majorly due to factors mentioned above.
FINANCIAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023
Revenue from Operations
Revenue from Operations increased by 32.81% from Rs. 1,145.32 Lakhs in Fiscal Year 2023 to Rs.1,521.07 Lakhs for the Fiscal Year Ended 2024 on account of increase in volumes of sales of products and services to existing and new customers.
Cost of material consumed:
Cost of material goods decreased by 34.10 % from Rs. 446.68 Lakhs in Fiscal Year 2023 to Rs. 599.00 Lakhs for the Fiscal year 2024 as the Company had stored stock of raw materials in anticipation of high volume of orders for the machines manufactured and services provided by the Company under Plastic Joining Solutions and Industrial Automation.
Purchase of Stock in Trade
There was an increase in Purchase of Stock - in Trade by 100.00% from Rs. NIL in Fiscal Year 2023 to Rs. 164.38 due to increase in orders of ultra-sonic welding machines from the Customers.
Changes in inventories of finished goods and Work-in- Progress:
There was a change of in inventories of finished goods and Work-in Progress of Rs. (387.60) lakhs in Fiscal Year 2024 on account of increase in Stock of finished goods and Work-In- Progress from Rs. 260.08 lakhs at the beginning of the Fiscal year 2024 to 647.68 lakhs at the close of Fiscal Year 2024. Similarly, there was a change in inventories of finished goods and Work-Progress of Rs. (193.23) lakhs in Fiscal Year 2024 due increase in Stock of finished goods and Work- In- Progress from Rs. 66.85 lakhs at the beginning of the Fiscal year 2023 to 260.08 lakhs at the close of Fiscal Year 2023. This change in Stock of finished goods and Work-In- Progress for both the fiscal years was on account of nondelivery of certain machinery which were manufactured by the Company in the Plastic Joining and Industrial Automation Segment but could not be delivered to the clients pending trials, samples and approvals.
Employee Benefit Expenses:
Employee Benefit Expenses increased by 15.43% from Rs. 357.22 Lakhs at Fiscal Year 2023 to Rs. 412.35 Lakhs for the Fiscal year 2024 on account of increments given to existing staff as part of annual appraisals, hiring of new staff, Bonus expenses, etc.
Other Expenses:
Other Expenses decreased by 27.50% from 264.07 lakhs in Fiscal 2023 to Rs. 191.45 lakhs in Fiscal 2024 on account due to cost control mechanism on ancillary cost such as packaging, marketing expense, commission and brokerage, etc.
Expenditure (other than financial cost and Depreciation):
Total expenditure increased by 11.99 % from Rs. 874.74 Lakhs in Fiscal Year 2023 to Rs. 979.58 Lakhs for the Fiscal Year 2024 on account reasons mentioned above.
Depreciation & Amortization Expenses
Depreciation decreased by 15.82% from Rs. 37.86 lakhs in fiscal year 2023 to Rs. 31.87 lakhs in Fiscal Year 2024 on account of purchase of fixed assets by the Company.
Finance Cost
Finance Cost increased by 42.40% from 25.80 lakhs in Fiscal 2023 to 36.74 lakhs in Fiscal 2024 on account of increase in long term borrowings by the Company.
EBIDTA
Profit before Interest, Depreciation and Tax has increased by 26.26 % from Rs. 541.50 lakhs in Fiscal 2024 to 683.68 lakhs in Fiscal 2025, which was majorly due to factors mentioned above.
Net Profit after Tax
Net Profit after tax has increased by 140.74% from Rs 340.19 Lakhs for the fiscal Year 2024 to Rs. 141.30 Lakhs for the Fiscal year 2023 which was majorly due to factors men
Cash Flow Statement
| Particulars | For the Financial Year Ended | ||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Net Cash from Operating Activities | (288.68) | 14.94 | (84.18) |
| Net Cash from Investing Activities | (58.93) | (1.80) | 12.61 |
| Net Cash used in Financing Activities | 342.83 | 9.92 | (19.81) |
Cash Flows from Operating Activities
Cash Flow from Operating Activities for Fiscal Year ended March 31, 2025 and March 31, 2023 was negative at i.e. Rs (287.68) lakhs and Rs. (84.18) lakhs, respectively, primarily due to an increase in trade receivables during the respective period. This rise in receivables indicate that a significant portion of revenue recognized was not collected in cash, resulting in reduced cash inflows from operating activities for Fiscal Year ended March 31, 2025 and Fiscal Year ended March 31, 2023, respectively. While this may reflect higher sales, the associated cash has not yet been realized, thereby impacting our operating cash. For fiscal year ended March 2024 cash flow from operating activities was at Rs. 14.94 lakh as compared to Profit After Tax, Depreciation and Interest Rs. 340.20 lakh.
Cash Flows from Investment Activities
Cash flow from Investment Activities for Fiscal Year ended March 31, 2025 and March 31, 2024 was negative at Rs. (58.93) lakhs and Rs. (1.80) lakhs, respectively primarily on account of purchase of Fixed Assets. The Cash flow from Investment Activities for Fiscal Year ended March 31, 2023 was at Rs. 12. 61 on account of sale of fixed assets by the Company.
Cash Flows from Financing Activities
Cash from financing activities for Fiscal Year ended March 31, 2025 and Fiscal Year ended March 31, 2024 was at Rs. 341.83 lakhs and Rs 9.92 lakh on account of share capital infused by the Promoters of the Company in the form of share capital and increase in long term borrowings respectively. For Fiscal Year ended March 31, 2023, the Cash Flow from Financing Activities was Rs. (19.81) lakhs on account of interest paid by the Company during the said year.
OTHER MATTERS:
1. Unusual or infrequent events or transactions:
Except as described in this Draft Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.
2. Significant economic changes that materially affected or are likely to affect income from continuing Operations:
Other than as described in the Section titled "FinancialInformation" and chapter titled "ManagementsDiscussion and Analysis of Financial Conditions and Results of Operations", beginning on Page 189 and 228 respectively of this Draft Prospectus, to our knowledge there are no significant economic changes that materially affected or are likely to affect income from continuing Operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations:
Other than as described in the chapter titled "Risk Factors " and "Managements Discussion and Analysis of Financial Conditions and Result of Operations", beginning on Page 24 and 228 respectively of this Draft Prospectus, best to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.
4. Future changes in relationship between costs and revenues:
Other than as described in the chapter titled "Risk Factors" beginning on Page 24 of this Draft Prospectus, best to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.
5. Segment Reporting:
As we deal in end to end plastic joining solution providers and automation experts, offering specialised solutions mainly in the Automotive industry and also includes Medical, Electrical, Electronics, Textile, FMCG, Toys, Gift & Stationery, Food & Packaging, Defence & Educational Institutes. Majorly business activities can be classified into following segments as below:
- Plastic joining solutions
- Industrial automation
- Laser technology solutions
6. Status of any publicly announced New Products or Business Segment:
Except as disclosed in the Chapter "Our Business" beginning on Page 121, our Company has not announced any new product or service.
7. Total turnover of each major industry segment in which the issuer company operates:
The Company operates in the Automation Industry. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 99 of this Draft Prospectus.
8. Status of any publicly announced new products or business segments:
Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Draft Prospectus.
9. The extent to which the business is seasonal:
Our business does not depend to a certain extent on the seasonal, environmental and climate changes.
10. Competitive Conditions:
We face competition from existing and potential competitors, which is common for any business. Over a period of time, we have developed certain competitive strengths which have been discussed in section titled "Our Business" on page 121 of this Draft Prospectus.
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