Supertech EV Ltd Management Discussions

You should read the following discussion in conjunction with our restated financial statements attached in the chapter titled "Financial Information of the Company" beginning on page no 209 You should also read the section titled "Risk Factors" on page no 29 and the section titled "Forward Looking Statements" on page no 22 of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Financial Statements.

Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor which is included in this Draft Red Herring

Prospectus under "Financial Statements". The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

Business Overview

Our Company was originally incorporated as a Private Limited Company under the name of "Supertech EV Private Limited" on August 12, 2022 under the provisions of the Companies Act, 2013 with the Registrar of Companies, NCT of Delhi & Haryana. Subsequently, the name of our company was changed from "Supertech EV Private Limited" to "Supertech EV Limited" and a Certificate of Incorporation pursuant to conversion into Public Limited dated December 21, 2022 issued by the Registrar of Companies, NCT of Delhi & Haryana.

Our company has acquired the running business operations of "Supertech Inc", proprietorship firm, owned by Mr.

Jitender Kumar Sharma, engaged in the business of manufacturing E-Rickshaw, vide agreement dated April 01, 2023.

As a pioneering force in the Indian electric vehicle (EV) market. Since our inception, we have been at the forefront of driving the electrification of mobility in India, leveraging our state-of-the-art manufacturing facilities located in Haryana with an introduction of 12 models including 8 variants of EV 2 wheelers and 4 variants of E-Rickshaw, with a distributor base of 445 across India and presence in 19 states.

Supertech EV Limited, core focus lies in capitalizing on the burgeoning opportunities presented by the electrification of mobility, aligning our efforts with Indias vision for a cleaner, greener future. With a diverse portfolio of electric vehicles, including E-rickshaws and E-scooters, we cater to the evolving needs of the Indian automobile market. Our company the company has rapidly evolved to become a significant player in the market, specializing in the design, development, manufacturing, and distribution of high-quality electric two-wheelers and E-rickshaw.

Committed to addressing the urgent need for electric mobility solutions in India, Supertech EV Limited focuses on delivering user friendly, technologically advanced and affordable electric scooters. The companys mission extends beyond product excellence, aiming to contribute to a cleaner and more sustainable future for the nation and also develop further electric based mobility solutions.

Central to our operations is our robust business-to-business (B2B) distribution network, comprising 445 distributors strategically situated across India. This expansive network ensures widespread accessibility of our electric vehicles, facilitating their adoption on a national scale. Our distribution network continues to grow, enabling us to reach new markets and serve a diverse clientele.

Our Promoters namely Mr. Yetender Sharma holds a rich experience of 19 years in the industry and specializes in sales, business development, procurement, financial, while Mr. Jitender Kumar Sharma holds a rich experience of 24 years in the manufacturing, operation, factory management and Ms. Geetanjali Sharma with an experience of 14 years specializes in marketing operations of the company.

Human capital is a strong focus for our Company, with our employee strength expanding to a team of over 115 employees inclusive of 23 skilled/semi skilled, 81 unskilled & 11 contractual workers.

At Supertech EV Limited, we are not just shaping the future of mobility; we are driving it forward with purpose and determination. With a relentless commitment to excellence and sustainability, we remain dedicated to pioneering innovative solutions that propel India towards a cleaner, more sustainable future.

FINANCIAL SNAPSHOT

The following table sets forth a breakdown of our revenue from operations, as well as other key performance indicators, for the periods indicated:

( in thousand, except for percentage)

Particulars	Supertech EV Limited		Supertech INC
	2023-24	2022-23	2022-23	2021-22
Revenue from Operations1	6,50,287.48	23,750.20	3,56,905.01	1,69,016.03
EBITDA2	74,696.29	969.77	16,771	7,149.98
EBITDA Margin (%)3	11.47%	4.08%	4.70%	4.23%
Profit After Tax4	48,510.12	635.73	8,337.49	2,948.97
PAT Margin (%)5	7.46%	2.68%	2.34%	1.74%
Total Equity6	95,245.85	10,635.73	8,726	1,553
Return on Equity Ratio7	0.51	0.060	0.95	1.90
Total Debt8	55,200.19	-	43,765.56	38,094.17
Debt / Equity Ratio (In times)9	0.60	-	5.02	24.53
Debt Service Coverage Ratio (in times)10	1.35	0	0.38	0.19
EPS (Basic and Diluted)11	23.82	0.64	NA	NA

Note:

1. Revenue from Operations refers to revenue from sale of services, as recognized in the Restated.

2. EBITDA refers to earnings before interest, taxes, depreciation, amortization and exceptional items. EBITDA excludes other income. 3. EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period. 4. PAT is calculated as Profit before tax Tax Expenses

5. PAT Margin is calculated as PAT for the period/year divided by revenue from operations

6. Total Equity is defined as the aggregate of share capital and other equity.

7. Return on Equity Ratio is calculated as Profit after tax divided by Total Equity 8. Total Debt include current and non-current borrowings.

9. Debt to equity ratio is calculated by dividing the debt (i.e., borrowings (current and non-current) and current maturities of long-term-borrowings) by total equity (which includes issued capital and all other equity reserves). 10. Debt Service Coverage Ratio measures our ability to meet principal and interest payment obligations from available earnings and is calculated by dividing the net operating Income i.e. sum of earnings before interest, taxes, depreciation, amortization and exceptional items; by the sum of (i) interest and (ii) principal repayment. 11. Earnings Per share Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of equity shares outstanding during the year/ period.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to "Annexure-IV- Financial Statements as Restated" beginning on page no 209 of this Draft Red Herring Prospectus.

Factors Affecting our Results of Operations

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in the section titled "Risk Factors" on page no 29 of this Draft Red Herring prospectus. The following is a discussion of certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations:

Any adverse changes in central or state government policies;

1. Any qualifications or other observations made by our statutory auditors which may affect our results of operations;

2. Loss of one or more of our key customers and/or suppliers;

3. An increase in the productivity and overall efficiency of our competitors;

4. Our ability to maintain and enhance our brand image;

5. Our reliance on third party suppliers for our raw materials;

6. General economic and business conditions in the markets in which we operate and in the local, regional and national economies;

7. Changes in technology and our ability to manage any disruption or failure of our technology systems;

8. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

9. The performance of the financial markets in India and globally;

10. Occurrences of natural disasters or calamities affecting the areas in which we have operations; 11. Market fluctuations and industry dynamics beyond our control;

12. Our ability to compete effectively, particularly in new markets and businesses; 13. Changes in foreign exchange rates or other rates or prices;

14. Inability to collect our dues and receivables from, or invoice our unbilled services to, our customers, our results of operations; 15. Other factors beyond our control;

16. Our ability to manage risks that arise from these factors;

17. Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry; 18. Termination of customer contracts without cause and with little or no notice or penalty; and

19. Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or noncompliance with and changes in, safety, health and environmental laws and other applicable regulations, may adversely affect our business, financial condition, results of operations and prospects.

Result of Operations

The following table sets forth select financial data from restated profit and loss accounts for the financial year(s) ended on March 31, 2024, March 31, 2023 and March 31, 2022 and the components of which are also expressed as a percentage of total income for such periods.

( in thousand, except for percentage)

Particulars			For the Financials Year ended
		Supertech EV Limited				Supertech Inc.
	FY 2023-24	% of Total Income	FY 2022-23	% of Total Income	FY 2021-22	% of Total Income	FY 2020-21	% of Total Income
Income
Revenue from Operations	6,50,287.48	99.83%	23,750.20	100%	3,56,905.01	100%	1,69,016.03	99.67%
Other Income	1,120.60	0.17%	-	0	-	0	560.00	0.33%
Total Income Expenses	6,51,408.08	100%	23,750.20	100%	3,56,905.01	100%	1,69,576.03	100%
Cost of Material Consumed	4,93,001.73	84.34%	17,562.05	76.51%	3,22,131.25	93.31%	1,49,937.86	90.36%
Direct Expenses	26,083.61	4.46%	187.50	0.82	-	-	-	-
Changes in inventories of stock	(7,256)	(1.24) %	-	0.00%	0	0.00	0	0.00
Employee benefits expense	30,733.37	5.26%	2,015.82	8.83%	HT>4,872.04	1.41%	1,701.34	1.03%
Finance costs	4,366.36	0.75%	50.96	0.22%	2,551.51	0.74%	1,473.67	0.89%
Depreciation and amortization expense	3,468.57	0.59%	4.03	0.02%	2,548.96	0.74%	2,027.23	1.22%
Other expenses	34,148.67	5.84%	3,015.06	13.20%	13,130.76	3.80%	10,786.84	6.50%
Total	5,84,546.70	100%	22,835.41	100%	3,45,234.52	100%	1,65,926.94	100%
Expenditure Profit/(Loss) Before
Exceptional & extraordinary items & Tax	66,861.36	10.26	914.78	3.85	11,670.49	3.27	3,649.09	2.15
Exceptional Item	0	0	0	0	0	0	0	0
Profit/(Loss)	66,861.372	10.26	688.58	2.90	11,670.49	3.27	3,649.09	2.15
Before Tax
Tax Expense:
Tax Expense for Current Year	18,843.78	2.89	548.1	2.31	3,432.65	0.96	948.76	0.56
Deferred Tax	(492.53)	(0.08)	(269.04)	(1.13)	99.65	0.03	248.65	0.15
Net Current Tax Expenses	18,351.25	2.82	279.06	1.17	3,333.00	0.93	700.11	0.41
Profit/(Loss) for the Year	48,510.12	7.45	635.72	2.68	8,337.49	2.34	2,948.98	1.74

Main Components of our Profit and Loss Account

Revenue from Operations

Revenue from operations comprises Revenue from selling of 2-wheeler EV scooter and E-Rickshaw in the 19 States Domestically through the 445 distributors.

Other Income

Other income includes (i) Forex fluctuation gain; (ii) Rebate and Discount Received on purchases

Expenses

Our expenses comprise (i) purchases of stock-in-trade; (ii) Cost of material consumed; (iii) changes in inventories of finished goods and work-in-progress; (iv) manufacturing expenses; (v) Employee benefits expense; (vi)finance costs; (vii) depreciation and amortisation expense; and (viii) other expenses.

Changes in Inventories of Finished Goods

Changes in inventories of finished goods denotes increase/ decrease in inventories of finished goods and work in progress between opening and closing dates of a reporting period.

Employee Benefit Expense

Employee benefit expenses primarily includes (i) salaries wages, Bonus and other expenses; (ii) director remuneration (iii) contributions to statutory fund; and (iv) staff welfare expenses (v) gratuity expenses.

Depreciation and Amortization expenses

Depreciation and amortization expenses primarily include depreciation expenses on Assets including plant machinery and equipment, office furniture and motor car and computers.

Other Expenses

Other expenses comprise (i) auditor remuneration; (ii) electricity expenses; (iii) repairs and maintenance expenses; (iv) rent expenses; (v) internet charges; (vi) Godown expenses; (vii) Rebate & Discounts expenses; (viii) insurance expenses; (ix) legal and professional expenses; (x) commission expenses; (xi) rates & taxes; (xii) travelling & conveyance expenses; (xiii) Software expenses; (xiv) water Expenses; (xv) other miscellaneous expenses; (xvi) outward freight; (xvii) Business promotion expenses;

Comparison of Financial Year 2024 with Financial Year 2023 in Suerptech EV Limited and comparison of FY 2021 with FY 2022 in Supertech Inc., (Based on Restated Financial Statements)

Total Income

In Supertech EV Limited, our total income has increased significantly by 2642.74% to 6,51,408.08 thousand in Fiscal 2024 from 23,750.20 thousand in Fiscal 2023. The main reason of increase is the acquisition of the proprietorship firm namely, Supertech Inc effective from April 01, 2023.

The revenue of operations of Supertech Inc increased to 3,56,905.01 thousand in FY 2023 from 1,69,576.03 in FY 2022 by an increase of 110.46%. The company sold E-rickshaw under its own and also manufactured for other brands.

Revenue from Operations

In Supertech Ev Limited, our revenue of operations has increased significantly by 2638.02% to 6,50,287.48 thousand in Fiscal 2024 from 23,750.20 thousand in Fiscal 2023. The main reason of increase is the acquisition of the proprietorship firm namely, Supertech Inc effective from April 01, 2023.

The revenue of operations of Supertech Inc increased to 3,56,905.01 thousand in FY 2023 from 1,69,016.03 thousand in FY 2022 by an increase of 111.16%. The company sold E-Rickshaw under its own and also manufactured for other brands.

Other Income

In Supertech EV Limited, our other income has increased to 1120.60 thousand in FY 2024 due to foreign currency fluctuation, rebate and discounts. However, in Supertech Inc, other income has reduced from 560.00 thousand to Nil in FY 2023 as the land owned by Supertech INC was vacated by the tenant and no rental income was booked in the said FY.

Expenses

In Supertech Ev Limited, our total expenses has increased to 5,84,546.70 thousand in FY 2024 from 23,061.61 thousand in FY 2023 due to acquisition of Supertech Inc and expansion activities.

However, in Supertech Inc, our total expenses has increased to 3,45,234.52 in FY 2023 thousand from 1,65,926.94 thousand in FY 2022 for increase in the production capacity and business.

Cost of Material Consumed

The cost of material consumed increase from 17,562.05 thousand in FY 2023 to 4,93,001.73 thousand in FY 2024, due to increase in production capacity by acquisition of Supertech Inc.

In Supertech Inc, the Cost of material was increased from 1,49,937.86 thousand in FY 2022 to 3,22,131.25 thousand in FY 2023 due to increase in business.

Purchase/ Direct Cost

In Supertech EV Limited, the purchase cost has increased from 188 thousand in FY 2023 to 26,140 thousand in FY 2024 due to increase in business and production capacity.

In Superyech Inc. the Direct has increased from 3468.58 thousand in FY 2022 to 20,632.61 in FY 2023 due to increase in direct production cost viz. custom duty, ESI, PF etc.

Employee benefits expenses

In Supertech EV Limited, Employee benefit expenses increased by 1425% from 2015.82 thousand in FY 2023 to

30,733.37 thousand in FY 2024. Such increase was due to new employees hired in the sales, production to generate increased target of sales which lead to an increase in salary and wages. Also, there was increase in the director remuneration.

In Supertech Inc., Employee benefit expenses increased from 1,701.34 thousand in FY 2022 to 4,872.04 thousand in FY 2023 due to increase in the business leading to increase in workforce.

Depreciation and amortization expenses

In Supertech EV Limited, Depreciation, amortisation and impairment expenses increased from 4.03 thousand in FY 2023 to 3,468.57 thousand in Fiscal 2024. The company increased their asset base including building, motors vehicle, office equipment etc. after the acquisition of Supertech Inc effective from April 01, 2023.

In Supertech Inc., Depreciation, amortisation and impairment expenses increased from 2,027.23 thousand in FY 2022 to 2,548.96 thousand in FYl 2023. The said increase is due to increase in few machinery, office equipment and repair and maintenance in the fiscal year 2023.

Other Expenses

In Supertech Ev Limited, other expenses increased from 3202.56 thousand in FY 2023 to 60,232.28 thousand in FY 2024. The main reason for increase in the other expenses were the increase in freight and cartage expenses, rebate and discount, commission expenses.

In Supertech Inc., other expenses increased from 10,786.84 thousand in Fiscal 2022 to 13,130.76 thousand in Fiscal 2023. The main reason for increase in the other expenses were the increase in freight and cartage expenses, repair and maintenance expense.

Tax Expenses

In Supertech EV Limited, Current tax increased from 279.06 thousand in FY 2023 to 18,351.24 thousand in FY 2024. Such increase is the resulting factor of increased profits.

In Supertech Inc., Current tax increased from 700.11 thousand in FY 2022 to 3,333.00 thousand in FY 2023. Such increase is the resulting factor of increased profits.

Profit after Tax

In Supertech EV Limited, the increase in the PAT is the resultant value of the Increase in the revenue and expenses which has increased due the increased business volumes of the Company. The PAT of the company increased from

635.73 thousand in FY 2023 to 48,510.12 2 thousand in fiscal year 2024. The main reason for increase were the increase in the revenue from operation.

In Supertech Inc., the PAT was increased from 2,948.97 thousand in FY 2022 to 8337.49 thousand in FY 2023, due to increase in revenue of operations and expansion in market standing, which leads to increase in the Profit of the Company.

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Draft Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.

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

There are no significant economic changes that may materially affect or 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 sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section "Risk Factors" beginning on page no 29 of Draft the Red Herring Prospectus, in our opinion 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. Future changes in relationship between costs and revenues

Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and

Analysis of Financial Condition and Results of Operations" on page no 29, 141 and 257 respectively of this Draft Red Herring Prospectus, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Total turnover of each major industry segment in which our Company operates

Our business activity primarily falls within a single business and geographical segment, i.e., manufacturing and Sale of 2-Wheeler EV Scooter and E-Rickshaw, as disclosed in "Financial Statements as Restated" on page no 209 of this Red Herring Prospectus, we do not follow any other segment reporting.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter "Our Business", our Company has not announced any new product or service.

7. Seasonality of business

Our business is not seasonal in nature. For further information, see "Industry Overview" and "Our Business" on page no 102 and 141 of this Draft Red Herring Prospectus, respectively.

8. Dependence on single or few customers

Our company does not have any major dependence on any single or limited number of customers. For the FY 23-24 our top 10 customers contributed to approximately 48.55% of our revenue from operations. For further information, see "Risk Factors" on page no 29 of this Draft Red Herring Prospectus.

9. Competitive Conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on page no 102 and 141 respectively of this Draft Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2024.

After the date of last Balance sheet i.e., March 31, 2024, the following material events have occurred after the last audited period: i. Resolution passed for approving the Initial Public Offer (IPO).

Board Meeting held on June 22, 2024

Extraordinary General Meeting held on June 25, 2024