Technocrats Plasma Systems Ltd Management Discussions

The following discussion and analysis of our financial condition and results of operations for the period ended June 30, 2025 and for the financial years ended on 2025, 2024 and 2023 is based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accounting policies thereto, included in the chapter titled Restated Financial Statements beginning on page 291 of this Draft Red Herring Prospectus. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBIICDR Regulations and the ICAI Guidance Note.

You should read the following discussion of our financial condition and results of operations together with our restatedfinancial statements included in this Draft Red Herring Prospectus. You should also read the section titled Risk Factors beginning on page 36 of this Draft Red Herring Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to we, us or our refers to Technocrats Plasma Systems Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the period ended June 30, 2025 andfor the financial years ended on 2025, 2024 and 2023 included in this Draft Red Herring Prospectus beginning on page 291 of this Draft Red Herring Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be Forward Looking Statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

BUSINESS OVERVIEW

Our Company, Technocrats Plasma Systems Limited, is an engineering-led manufacturer of plasma cutting machines, welding equipment and customised automation systems for metal fabrication and related industries in India. Our products are used by customers across multiple sectors, including automotive, construction, shipbuilding, heavy engineering and general manufacturing.

Our product portfolio includes manual and CNC-controlled plate and pipe cutting systems for various material thicknesses and profiles, welding equipment for MIG, TIG, ARC, SAW and laser processes, and automation solutions for cutting and welding lines. Our activities encompass understanding customer requirements, preparing system configurations, detailed engineering, fabrication and assembly of equipment, testing, and supply of machines and systems. In addition to supplying equipment, we provide technical consultancy on process selection and layout, site engineering support and digital and cloud-based fabrication support services. We also support customers through installation and commissioning assistance, operator familiarisation, aftersales service and supply of spares and consumables over the life of the equipment.

Since our incorporation, we have been engaged in introducing plasma cutting machines and inverter-based technology machines manufactured in India and in implementing CNC plasma cutting and welding automation systems for metal fabrication applications. We have developed CNC metal plate profile cutting systems and CNC metal pipe profile cutting machines for applications involving complex shapes and joint preparations, as well as a 1000-ampere plasma power source for cutting higherthickness metal plates. Building on these platforms, our current product development is focused on laser cutting and welding solutions and on enhancing the automation readiness of our systems, enabling customers to adopt higher levels of process control and integration in line with their fabrication requirements.

We categorise our offerings into the following product and service verticals:

1. Machines (without automation) - Standalone plasma cutting and welding machines operated directly by the user. These includes manual plasma cutters (inverter, thyristor/diode, Hybrid technology) and MMA, MIG/MAG, TIG and SAW welding power sources for workshop and field use.

2. Machines (with automation) - CNC and automated cutting and welding systems including CNC plate and pipe profile cutters (plasma/oxyfuel), laser cutting and welding systems, and welding automation or combined cutting andwelding cells.

3. Customisation and Retrofit - Tailored configurations and upgrades for new and existing machines, including custom tables and fixtures, control and drive retrofits, power source upgrades and process add-ons.

4. Services - Lifecycle support for supplied equipment, including installation and commissioning, preventive maintenance and annual maintenance contracts (AMCs), training, and spares and retrofit support.

For more details, please refer chapter titled Our Business beginning on page 208 of this Draft Red Herring Prospectus.

Set out below are a few key performance indicators:

FINANCIAL KPIs

A list of our KPIs for the three months period ended on June 30, 2025 and financial year ended on March 31, 2025, March 31,

2024, and March 31, 2023 is set out below:

(^ in 000, unless otherwise specified)

Particulars	Period ended June 30, 2025	Financial year ended March 31,	Financial year ended March 31,	Financial year ended March 31,
		2025	2024	2023
Revenue from Operations (1)	3,06,824	4,93,568	60,623	44,559
Cost of goods sold as % of revenue from operations (%) (2)	80.30%	73.80%	39.78%	37.87%
EBITDA (3)	49,775	85,925	12,984	7,731
EBITDA margin (%) (4)	16.22%	17.41%	21.42%	17.35%
EBIT (5)	49,382	84,716	11,776	6,470
Profit for the year (PAT)	35,543	81,096	22,051	15,099
PAT margin (%) (6)	11.58%	16.40%	34.71%	33.70%
Return on Capital Employed (ROCE) (%) (7)	16.28%	34.60%	11.33%	7.94%
Return on Equity (ROE) (%) (10)	21.19%	90.21%	83.76%	170.74%
Debt to equity ratio (times) (11)	0.57	0.72	1.78	4.32

A Not Annualised

As certified by Peer Reviewed Auditor of our Company i.e., M/s. Bhasin Hota & Co., Chartered Accountants by way of their certificate dated December 30, 2025.

Notes:

1. Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

2. Cost ofgoods sold is calculated as Cost of Material Consumed + Changes in inventories of Finished Goods + Other Direct Expense. Cost of goods sold as % of revenue from operations means Cost of goods sold divided by Revenue from Operations.

3. EBITDA is calculated as Profit before tax + Depreciation + Finance Cost - Other Income.

4. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.

5. EBIT is calculated as Profit before tax + Finance Cost - Other Income.

6. PAT Margin is calculated as PATfor the period/year divided by Total Income.

7. Return on Capital Employed is ratio of EBIT and Capital Employed.

8. Net worth/ Shareholders equity means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account.

9. Capital Employed is calculated as Net worth + Long Term Borrowings + Short Term Borrowings.

10. Return on Equity is ratio of Profit after Tax and Average Shareholders equity

11. Debt to Equity Ratio is ratio of Total Debt and Total Shareholders equity

OPERATIONAL KPIs

Below is an overview of the operational KPIs we track in addition to the financial KPIs mentioned above:

Particulars	Period ended June 30, 2025	Financial year ended March 31, 2025	Financial year ended March 31, 2024	Financial year ended March 31, 2023
Total number of customers served (Nos.)	133	273	250	97

As certified by Peer Reviewed Auditor of our Company i.e., M/s. Bhasin Hota & Co., Chartered Accountants by way of their certificate dated December 30, 2025.

SIGNIFICANT DEVELOPMENTS AFTER JUNE 30, 2025

In the opinion of the Board of Directors of our Company, since the date of the stub period in this Draft Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months. However, following material events have occurred after the last audited period:

Following material events have occurred after the last audited period:

1. Pursuant to a resolution passed by our Board July 25, 2025 and our Shareholders on August 09, 2025, our Company has increased the authorised share capital from existing Rs. 2,00,00,000/- (Rupees Two Crores only) divided into 20,00,000(Twenty Lakh) Equity Shares of Rs. 10/- each (Rupee Ten only) to Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- each (Rupee Ten only).

2. Pursuant to a resolution passed by our Board July 25, 2025 and our Shareholders on August 09, 2025, our Company has Bonus shares of Rs. 11,04,00,000/- (Rupees Eleven Crore Four Lakhs only) divided into 1,10,40,000 (One Crore Ten Lakhs Forty Thousand) Equity Shares of Rs. 10/- each (Rupee Ten only).

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our business is subject to various risks and uncertainties, including those discussed in the section titled RiskFactors on page 36 beginning of this Draft Red Herring Prospectus.

1. Disruptions to the supply, or increases in price of raw materials andfinished products

Our manufacturing operations are dependent on the timely availability of various raw materials, components and consumables, including steel and metal parts, electrical and electronic components, CNC controllers, motion control systems, power sources, and plasma cutting and welding consumables. A significant portion of these inputs is either commodity-linked or sourced from limited or specialised suppliers. The prices and availability of such inputs are subject to volatility due to factors beyond our control, including global and domestic supply-demand conditions, commodity price fluctuations, changes in import duties and trade policies, transportation and logistics costs, geopolitical developments, regulatory actions, foreign exchange fluctuations and supply chain disruptions.

Any sustained increase in raw material prices or disruption in the supply of such inputs may increase our manufacturing and procurement costs. While we may seek to pass on such increases to customers through pricing revisions, there can be no assurance that we will be able to do so fully or in a timely manner, particularly in a competitive market environment, under fixed-price arrangements, or where customers delay or resist price revisions. Any inability to effectively manage, mitigate or recover such increased input costs could adversely affect our margins, profitability and cash flows.

Our Companys cost of raw material consumed constituted 93.27% of revenues from operations for the period ended June 30, 2025 and 89.97%, 38.19% and 30.65% for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Given the significant proportion of raw material costs in our cost structure, particularly in recent periods, any adverse movement in raw material prices or supply disruptions, if not adequately mitigated, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

2. Concentration of business operations in the State of Maharashtra

Currently, our manufacturing operations are located in the State of Maharashtra. This geographic concentration exposes us to region-specific risks including changes in local laws and regulations, state-level policy decisions, economic or demographic shifts, labour availability and costs, infrastructure constraints, natural calamities and regional competitive pressures. Any adverse developments in Maharashtra may materially impact our business prospects, financial condition and results of operations.

3. Our business is dependent on our manufacturing facility and the loss of or shutdown of operations of any of these facilities could adversely affect our business

Our manufacturing facility in Maharashtra is subject to various operating risks, such as shutdowns due to the breakdown or failure of equipment, power supply or processes, performance below expected levels of output or efficiency, adequate utilisation rates, obsolescence of equipment, labour disputes, strikes, lockouts, industrial accidents, disruption by extremist groups, or any other reason, and the need to comply with the directives and regulations of the Government of India (GoI) and relevant state government authorities. Our operations involve a significant degree of integration, and our results of operations are dependent on the successful operation of each facility. Although we take precautions to minimize the risk of any significant operational

problems at our facilities, our business, financial condition, results of operations and prospects may be adversely affected by any disruption of operations at our facility.

4. Competition

The markets for plasma cutting machines, welding equipment and industrial automation systems are highly competitive and fragmented, with the presence of domestic manufacturers, international brands and unorganised players. Competition is based on factors such as pricing, technology, product performance, reliability, delivery timelines, after-sales service and brand reputation.

Increased competition may result in pricing pressures, reduced profit margins, loss of customers or market share, or the inability to secure new orders. Any failure to compete effectively may materially and adversely affect our business, results of operations and financial condition.

5. Dependence on the knowledge and expertise of our Promoters, Directors, KMPs and SMPs

We depend on the management skills and guidance of our Promoter for development of business strategies, monitoring their successful implementation and meeting future challenges. Further, we also significantly depend on the expertise, experience and continued efforts of our Key Managerial Personnel and Senior Management. Our future performance will depend largely on our ability to retain the continued service of our management team. Our operations require skilled engineers, technicians and software professionals for product design, manufacturing, automation integration, installation and after-sales service. The availability and retention of such skilled manpower is critical to our ability to execute orders efficiently and maintain product quality.

Any shortage of skilled personnel, increase in attrition rates or inability to attract and retain qualified employees on comp etitive terms may adversely affect our operational efficiency, product quality, customer satisfaction and growth prospects.

If one or more of our Key Managerial Personnel or Senior Management are unable or unwilling to continue in his or her present position, it could be difficult for us to find a suitable or timely replacement and our business, financial condition and results of operations could be adversely affected.

6. Lapses in precision, accuracy or quality control in our products may lead to customer dissatisfaction, product rejections, reputational damage, or financial losses

Our customers require our products, including plasma cutting machines, welding equipment and automation systems to meet precise technical specifications, performance parameters, quality standards, and applicable regulatory and safety requirements. Any lapse in design accuracy, manufacturing precision, quality control processes, testing procedures or adherence to applicable standards may result in defects, product failures, rejections, warranty claims, or the need for rework or replacements.

Such lapses may lead to customer dissatisfaction, loss of existing or prospective orders, contractual disputes, increased costs, reputational damage and financial losses. In addition, defects in our products may expose us to product liability claims, penalties or regulatory action, which could further adversely affect our business, results of operations, financial condition and cash flows. For further details, see the sections entitled Risk Factors and Business Overview on pages 36 and 208 in this Draft Red Herring Prospectus.

7. Technological advancements and risk of product obsolescence

The plasma cutting and welding equipment industry is characterised by rapid technological advancements, including developments in automation, digital controls, energy efficiency, software integration and precision engineering. Our ability to remain competitive depends on continuous investment in research and development and timely adoption of new technologies.

Failure to anticipate or respond effectively to technological changes or evolving customer requirements may result in our products becoming less competitive or obsolete, adversely affecting demand for our products, market share and profitability.

8. Working capital intensity and customer credit risk

Our business is working-capital intensive, requiring significant investment in inventory, work-in-progress and receivables, particularly for customised and long-cycle projects. Delays in customer payments, deterioration in customer creditworthiness or increases in receivable and inventory holding periods may strain our liquidity position.

Any inadequacy in working capital availability may adversely affect our ability to procure materials, execute orders in a timely manner and pursue growth opportunities, thereby impacting our financial condition and results of operations.

SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, under Restated Financial Statements on page 291 of this Draft Red Herring Prospectus.

MAIN COMPONENTS OF OUR INCOME AND EXPENDITURE

Revenue

Revenue from Operations

Revenue from operations is derived from our product and service verticals comprising (i) Machines (without automation), (ii) Machines (with automation), (iii) Customisation and Retrofit services and (iv) other services.

Other Income

Other income primarily comprises interest income, dividend income, discounts and rebates, statutory receipts pertaining to earlier years, exchange fluctuation gain (net) and sundry balances written back (net).

Expenses

Expenses primarily comprises cost of materials consumed, changes in inventories of work in progress, employee benefits expenses, finance costs, depreciation and amortization expenses and other expenses.

Cost of material consumed

Cost of material consumed includes the value of inventory of raw materials and accessories at the beginning of the period, together with the purchases made during the period net of the value of inventory at the end of period.

Changes in inventories of Work-in-Progress

Changes in inventories of work in progress goods represent the expenses attributable to the increase or decrease in inventory levels of work in progress during the relevant period.

Employee benefits expense

Employee benefits expense comprises director remuneration, salary and incentives including bonus and gratuity, contribution to provident funds and other employee benefit funds and staff welfare expenses.

Finance costs

Finance costs comprise interest on working capital facilities, term loans, unsecured loans and bank charges related to financing arrangement.

Depreciation and Amortisation

Depreciation and amortisation expense comprises depreciation on building, plant and machinery, office equipment, vehicles, furniture and fixtures, electric installation and computers.

Other expenses

Other expenses primarily comprise manufacturing expenses such as power and fuel, rates and taxes, insurance, transportation and freight charges, labour charges, service contract charges and other manufacturing related expense. These also includes administrative and selling expense such as legal and professional expense, advertisement and sales promotion expense, travelling and conveyance expenses, remuneration to auditor and other miscellaneous expenses.

Tax expense

Tax expense or credit for the period represents the tax payable on the current periods taxable income based on the applicable income tax rate adjusted for changes in deferred tax assets and liabilities arising from temporary differences.

RESULTS OF OPERATIONS

The following discussion on the results of operations should be read in conjunction with the Restated Financial Statements of the Company for the period/year ended June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023:

(Rs in 000)

	Period ended June 30, 2025	FY 2024-25		FY 2023-24			FY 2022-23
Particulars	Amoun t	% of Total Revenu e	Amou nt	% of Total Revenu e	Amou nt	% of Total Revenu e	Amou nt	% of Total Revenu e
Revenue From Operations	3,06,82 4	99.98%	4,93,56 8	99.83%	60,623	95.43%	44,559	99.45%
Other Income	62	0.02%	849	0.17%	2,904	4.57%	248	0.55%

	Period ended June 30, 2025	FY 2024-25		FY 2023-24		FY 2022-23
Particulars	Amoun t	% of Total Revenu e	Amou nt	% of Total Revenu e	Amou nt	% of Total Revenu e	Amou nt	% of Total Revenu e
Total Revenue	3,06,88 7	100.00 %	4,94,41 7	100.00 %	63,527	100.00 %	44,807	100.00 %
Cost of Material Consumed	2,86,16 2	93.25%	4,44,08 2	89.82%	23,152	36.45%	13,658	30.48%
Changes in inventories of work-inprogress	(42,490 )	(13.85 %)	(89,879 )	(18.18 %)	(4,441)	(6.99%)	310	0.69%
Employee Benefits Expenses	4,727	1.54%	17,255	3.49%	12,818	20.18%	11,786	26.30%
Finance Costs	2,533	0.83%	7,976	1.61%	6,621	10.42%	5,738	12.81%
Depreciation and Amortization Expense	392	0.13%	1,210	0.24%	1,208	1.90%	1,262	2.82%
Other Expenses	8,650	2.82%	36,185	7.32%	16,108	25.36%	11,074	24.71%
Total Expenses	2,59,97 5	84.71%	4,16,82 9	84.31%	55,468	87.31%	43,827	97.81%
Profit before tax	46,912	15.29%	77,588	15.69%	8,060	12.69%	980	2.19%
Tax Expense
- Current Tax	11,834	3.86%	8,447	1.71%	18	0.03%	174	0.39%
- Deferred Tax	(464)	(0.15%)	(11,955 )	(2.42%)	(14,009 )	(22.05 %)	(14,293 )	(31.90 %)
Profit (Loss) for the period	35,543	11.58%	81,096	16.40%	22,051	34.71%	15,099	33.70%

RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2025

All amounts are f in 000 unless otherwise stated

Income

Total Income

During the period ended June 30, 2025, from April 01, 2025, to June 30, 2025, our total income was t 3,06,887. Total Incom consists of revenue from operations and other incomes.

Revenue from Operations:

During the period ended June 30, 2025, revenue from operations of our Company was t 3,06,824.

Other Income:

During the period ended June 30, 2025, other income of our Company was Rs 62 primarily comprises of interest income of Rs 47 and sundry balance written back of Rs 16.

Expenditure

Total Expenses:

During the period ended June 30, 2025, total expenses of our Company were Rs 2,59,975.

Cost of Material consumed

During the period ended June 30, 2025, cost of material consumed by our Company was Rs 2,86,162.

Changes in inventories of work-in-progress

During the period ended June 30, 2025, the changes in inventories of work-in-progress of our Company was negative Rs 42,490 primarily on account of conversion of work-in-progress into finished goods during the period.

Employee benefit expenses

During the period ended June 30, 2025, employee benefit expense of our Company was Rs 4,727, which comprised salary and incentives amounting of Rs 4,035, contributions to provident fund amounting of Rs 71, employers contribution of Maharashtra Labour Welfare Fund of Rs 1, staff welfare expenses of Rs 105 and directors remuneration of Rs 516.

Financial Costs

During the period ended June 30, 2025, financial costs of our company were Rs 2,533.

Depreciation and Amortization Expense

During the period ended June 30, 2025, depreciation and amortization expense of our company was Rs 392.

Other expenses

During the period ended June 30, 2025, other expenses of our Company, amounted to Rs 8,650.

Profit Before Tax

Profit Before Tax for the period ended June 30, 2025 was Rs 46,912.

Tax Expenses

Tax expense for the period ended June 30, 2025 was Rs 11,369.

Profit After Tax

Profit after tax for the period ended June 30, 2025 was Rs 35,543.

COMPARISON OF FINANCIAL YEAR ENDED 2025 TO FINANCIAL YEAR ENDED 2024

(Rs in 000)
	2024-25	2023-24	% Change
	Amount	Amount
Revenue From Operations	4,93,568	60,623	714.16%
Other Income	849	2,904	(70.77%)
Total Revenue	4,94,417	63,527	678.28%
Cost of Material Consumed	4,44,082	23,152	1,818.08%
Changes in inventories	(89,879)	(4,441)	(1,924.07%)
Employee Benefits Expenses	17,255	12,818	34.61%
Finance Costs	7,976	6,621	20.47%
Depreciation	1,210	1,208	0.13%
Other Expenses	36,185	16,108	124.64%
Total Expenses	4,16,829	55,468	651.48%
Profit before tax	77,588	8,060	862.69%
Tax Expense
- Current Tax	8,447	18	45,752.10%
- Deferred Tax	(11,955)	(14,009)	14.67%
Profit (Loss) for the period	81,096	22,051	267.77%

All amounts are f in 000 unless otherwise stated Total Income

Total Income increased by 678.28% from Rs 63,527 in the financial year ended March 31, 2024, to Rs 4,94,417 in the financial year ended March 31, 2025. This increase was primarily attributable to a substantial rise in revenue from operations.

Revenue from operations

Revenue from operations increased by 714.16% from Rs 60,623 in the financial year ended March 31, 2024, to Rs 4,93,568 in the financial year ended March 31, 2025. This significant increase was primarily attributable to a fundamental change in the Companys execution and delivery model, supported by expansion of service offerings and improved execution efficiency, which together enabled the Company to undertake larger and more complex projects.

The key factors contributing to the increase in revenue from operations are as set out below:

1. Shift to On-Site Manufacturing and Services: - During the financial year 2025, due to space constraints at the Companys manufacturing facilities, the Company adopted an on-site manufacturing and assembly model for large and customized machinery, whereby fabrication, assembly, installation and commissioning activities were carried out at

308

customer locations.

As a result, on-site manufacturing and related services accounted for approximately 86% of revenue from operations in the financial year ended March 31, 2025 compared to 100% in-house manufacturing in the financial year ended March 31, 2024. This change materially expanded the scale and value of projects executed during the year.

2. Introduction of Customization & Retrofit Services: - During the financial year 2025, the Company introduced customization and retrofit services to address customer requirements for equipment modification, automation upgrades and performance enhancement of existing machinery. These services contributed approximately 3.00% of revenue from operations during the financial year ended March 31, 2025 compared to nil contribution in the financial year ended March 31, 2024, and enabled the Company to monetise its engineering capabilities beyond new machine sales.

3. Expansion of Installation & Maintenance Services: - The Company expanded its installation, commissioning, lifecycle maintenance, add-on upgrades and related offerings during the financial year ended March 31, 2025. These services contributed approximately 24.00% of revenue from operations compared to approximately 15.00% in the financial year ended March 31, 2024.

The increased contribution was primarily due to:

- higher volume of on-site projects requiring integrated installation and commissioning, and

- increased demand for post-installation support and upgrades associated with customised and automation-enabled machinery.

Further, the bundling of equipment sales with installation, commissioning and lifecycle services contributed to the overall increase in revenue from operations.

Other Income

Other Income decreased by 70.77% from Rs 2,904 in the financial year ended March 31, 2024 to Rs 849 in the financial year ended March 31, 2025.

Other Income in the financial year ended March 31, 2025, primarily comprises interest income, dividend income, interest on income tax refund, discounts and rebates and sundry balances written back. In contrast, other income in the previous year included higher amounts of statutory receipts relating to earlier years and sundry balances written back, which were nonrecurring in nature.

Expenses

Total expenses increased by 651.48% from Rs 55,468 in financial year ended March 31, 2024 to Rs 4,16,829 in financial year ended March 31, 2025. The increase was primarily attributable to a higher cost of materials consumed, increased scale of operations and expansion of service activities.

Cost of materials consumed

Cost of materials consumed increased from Rs 23,152 in the financial year ended March 31, 2024 to Rs 4,44,082 in the financial year ended March 31, 2025. As a percentage of total income, cost of materials consumed increased to 89.82% in the financial year ended March 31, 2025 from 36.45% in the financial year ended March 31, 2024.

This increase was primarily attributable to the Companys operational transition towards on-site manufacturing and assembly of large and customized machinery, undertaken due to space constraints at the Companys manufacturing facility along with the related installation and execution services. Under this model, a substantially higher portion of components, sub assemblies and execution related services was procured from third party vendors.

This change accounted for approximately 77.00% of total cost of material consumed during the financial year ended March 31, 2025, whereas in the previous years, the Company undertook 100.00% of its manufacturing activities in-house, which was comparatively more cost-efficient. Consequently, the adoption of on-site operations, together with increased reliance on externally sourced materials and services, resulted in a notable increase in cost of materials consumed during the financial year ended March 31, 2025.

Changes in inventories of Work-in-Progress

Changes in inventories of work-in-progress were negative Rs89,879 in financial year ended March 31, 2025, as compared to negative Rs 4,441 in financial year ended March 31, 2024, reflecting higher execution and conversion of work-in-progress into revenue.

Employee Benefits Expense

Employee Benefits Expense increased by 34.61% from Rs 12,818 in financial year ended March 31, 2024 to Rs 17,255 in financial year ended March 31, 2025. However, as a percentage to total income, employee benefits expenses decreased to 3.49% in financial year ended March 31, 2025, from 20.18% in financial year ended March 31, 2024, reflecting scale efficiencies and improved operating leverage..

Finance Costs

Finance costs increased by 20.47% from Rs 6,621 in the financial year ended March 31, 2024 to Rs 7,976 in the financial year ended March 31, 2025. As a percentage of total income, finance costs decreased to 1.61% in the financial year ended March 31, 2025 from 10.42% in the financial year ended March 31, 2024, primarily due to higher revenue base and improved working capital utilisation..

Depreciation and Amortization Expense

Depreciation and Amortization expense increased from Rs 1,208 in the financial year ended March 31, 2024 to Rs 1,210 in the financial year ended March 31, 2025. As a percentage of total income, depreciation and amortization expense decreased to 0.24% in the financial year ended March 31, 2025, from 1.90% in the financial year ended March 31, 2024.

Other Expenses

Other expenses increased by 124.64% from Rs 16,108 in the financial year ended March 31, 2024, to Rs 36,185 in the financial year ended March 31, 2025. As a percentage of total income, other expenses accounted for 7.32% in the financial year ended March 31, 2025 as compared to 25.36% in the financial year ended March 31, 2024.

The year-on-year increase in other expenses in absolute terms was primarily attributable to higher manufacturing related and execution-linked costs arising from the significant expansion in the Companys scale of operations and its transition towards on site manufacturing and execution of large, customised machinery. These included increased expenses relating to rates and taxes,

insurance, carriage inward, repairs and maintenance of plant and machinery, and outsourced service contracts required for project execution at customer locations.

Other expenses also increased due to higher administrative and operational overheads, including legal and professional charges, bank and transaction-related charges, and travelling and conveyance expenses, driven by increased project activity, customer coordination and execution intensity during the year. In addition, certain expenses such as penalty for late delivery, CSR expenses and sundry balances written off (net), which were not incurred in the previous year, contributed to the increase in other expenses during the financial year ended March 31, 2025.

The increase in other expenses was partially offset by a reduction in certain cost heads, including labour charges, consumables, brokerage and commission, advertising and sales promotion expenses, remuneration to auditors, printing and stationery expenses and MSME interest, reflecting changes in the Companys operating model and cost rationalisation measures implemented during the year.

Profit Before Taxes (PBT)

The PBT margin increased to 15.69% in the financial year ended March 31, 2025 from 12.69% in the financial year ended March 31, 2024. This improvement in profitability was primarily attributable to change in the Companys delivery and service offerings and increased contribution from on-site execution and service-led revenues, as well as overall operational efficiencies achieved during the year. These factors resulted in favorable movement in the overall cost structure including a reduction in employee benefits expenses and finance costs and other operating expenses as a percentage of total income.

The improvement in PBT margin was partially offset by an increase in cost of material consumed and changes in inventories of work-in-progress, driven by the shift towards on-site manufacturing and execution of large customised projects.

Profit After Taxes (PAT)

The PAT margin decreased to 16.40% in the financial year ended March 31, 2025 from 34.71% in the financial year ended March 31, 2024. The decline in PAT margin was primarily attributable to a higher tax expense during the financial year ended March 31, 2025.

In financial year ended March 31, 2024, the Company had substantial brought-forward losses, resulting in substantial tax benefits and lower effective tax rate. During the financial year ended March 31, 2025, with the sharp increase in revenue, improved PBT margins and sustained operating profitability, such accumulated losses were fully utilised, leading to the cessation of the earlier tax shield and a return to a more normalized tax charge. As a result, despite higher absolute profits and improved operating efficiency, the PAT margin moderated during the year.

Accordingly, the decline in PAT margin does not reflect deterioration in operational performance, but is primarily driven by tax normalisation following the utilisation of brought-forward losses, in the context of significantly higher revenue and scale of operations.

Financial Year 2024 compared to Financial Year 2023

(Rs in 000)

(< in 000)

Particulars	2023-24	2022-23	% Change
	Amount	Amount
	2023-24	2022-23	% Change
	Amount	Amount
Revenue From Operations	60,623	44,559	36.05%
Other Income	2,904	248	1069.66%
Total Revenue	63,527	44,807	41.78%
Cost of Material Consumed	23,152	13,658	69.51%
Changes in inventories	(4,441)	310	(1,534.73%)
Employee Benefits Expenses	12,818	11,786	8.76%
Finance Costs	6,621	5,738	15.39%
Depreciation	1,208	1,262	(4.24%)
Other Expenses	16,108	11,074	45.46%
Total Expenses	55,468	43,827	26.56%
Profit before tax	8,060	980	722.13%
Tax Expense
- Current Tax	18	174	(89.43%)
- Deferred Tax	(14,009)	(14,293)	1.98%
Profit (Loss) for the period	22,051	15,099	46.04%
All amounts are f in 000 unless otherwise stated

Total Income

Total Income increased by 41.78%, from Rs 44,807 in the financial year ended March 31, 2023, to Rs 63,527 in the financial year ended March 31, 2024. This increase was primarily attributable to due to higher revenue from operations supported by a significant increase in other income during the year.

Revenue from operations

Revenue from operations increased by 36.05% from Rs 44,559 in the financial year ended March 31, 2023, to Rs 60,623 in the financial year ended March 31, 2024. The increase was primarily driven by growth in business volumes and improved execution of customer orders during the year.

Other Income

Other Income increased from Rs248 in the financial year ended March 31, 2023, to Rs 2,904 in the financial year ended March 31, 2024. The increase was primarily attributable to non-recurring items, including statutory receipts relating to earlier years and higher sundry balances written back, in addition to interest income. Accordingly, the increase in other income during the year was not reflective of core operating performance

Expenses

Total expenses increased by 26.57% from Rs 43,827 in the financial year ended March 31, 2023 to Rs 55,468 in the financial year ended March 31, 2024. The increase in total expenses was primarily attributable to higher cost of materials consumed and higher operating expenses, partially offset by a favorable change in the inventories of work-in-progress.

Cost of materials consumed

Cost of materials consumed increased by 69.51% from Rs 13,658 in the financial year ended March 31, 2023 to Rs 23,152 in the financial year ended March 31, 2024. As a percentage of total income, cost of materials consumed increased to 36.45% in the financial year ended March 31, 2024, from 30.48% in the financial year ended March 31, 2023. The increase was primarily attributable to higher production and execution volumes during the year.

Changes in inventories of Work-in-Progress

Changes in inventories of work-in-progress were negative Rs4,441 in the financial year ended March 31, 2024, as compared to Rs310 in the financial year ended March 31, 2023. This reflects higher conversion of work-in-progress into revenue, consistent with increased execution activity during the year.

Employee Benefits Expense

Employee Benefits Expense increased by 8.76% from Rs 11,786 in financial year ended March 31, 2023 to Rs 12,818 in financial year ended March 31, 2024. However, as a percentage of total income, employee benefits expenses decreased to 20.18% in financial year ended March 31, 2024, from 26.30% in financial year ended March 31, 2023 reflecting improved operating leverage with revenue growth.

Finance Costs

Finance costs increased by 15.39% from Rs 5,738 in the financial year ended March 31, 2023 to Rs 6,621 in the financial year ended March 31, 2024. As a percentage of total income, finance costs decreased to 10.42% in the financial year ended March 31, 2024 from 12.81% in the financial year ended March 31, 2023, reflecting improved revenue scale and better utilisation of financing facilities.

Depreciation and Amortisation Expense

Depreciation and Amortization expense decreased marginally from Rs 1,262 in the financial year ended March 31, 2023 to Rs 1,208 in the financial year ended March 31, 2024. As a percentage of total income, depreciation and amortization expense decreased to 1.90% in the financial year ended March 31, 2024 from 2.82% in the financial year ended March 31, 2023 indicating stable asset base and improved revenue absorption.

Other Expenses

Other expenses increased by 45.46% from Rs 11,074 in the financial year ended March 31, 2023, to Rs 16,108 in the financial year ended March 31, 2024. As a percentage of total income, other expenses accounted for 25.36% in the financial year ended March 31, 2024 as compared to 24.71% in the financial year ended March 31, 2023.

The year-on-year increase was primarily attributable to higher manufacturing-related expenses, including labour charges, repairs to plant and machinery, service contract charges and consumable stores and materials, driven by increased production and operational activity during the year.

Additionally, administrative and selling expenses, such as legal and professional charges, travelling and conveyance expenses, remuneration to auditors, brokerage and commission, vehicle expenses and security expenses, also contributed to the increase, reflecting higher business and project execution activities, including on-site deployment.

The increase in other expenses was partially offset by reductions in bank charges, liquidated damages and miscellaneous expenses during the year.

Profit Before Taxes (PBT)

The PBT margin increased to 12.69% in the financial year ended March 31, 2024 from 2.19% in the financial year ended March 31, 2023. The improvement in profitability was primarily attributable to higher revenue from operations, operational efficiencies and enhanced operating leverage, which together resulted in a reduction in employee benefits expenses, finance cost and depreciation expense.

Profit After Taxes (PAT)

The PAT margin increased to 34.71% in the financial year ended March 31, 2024 from 33.70% in the financial year ended March 31, 2023. The marginal increase in profitability was primarily due to decrease in tax expense during FY 2024. In the previous year, the Company had substantial brought-forward losses from earlier periods, which provided significant tax benefits. These accumulated losses were applied against taxable profits, resulting in a lower effective tax liability.

CASH FLOWS

The following table sets forth our cash flows for the period indicated:

(Rs in 000)

Particulars	June 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Net cash flow generated from/ (used in) operating activities	27,508	(67,434)	20,832	(11,627)
Net cash flow generated from/ (used in) investing activities	(3,350)	(1,761)	154	(1,803)
Net cash flow generated from from/ (used in) financing activities	10,192	68,751	(19,138)	11,851
Net increase/(decrease) in cash and cash equivalents	34,350	(444)	1,847	(1,580)
Opening Balance of Cash and Cash Equivalents (Restated)	2,370	2,814	967	2,547
Closing Balance of Cash and Cash Equivalents	36,720	2,370	2,814	967

All amounts are f in 000 unless otherwise stated Operating Activities Stub Period June 30, 2025

Net cash generated in operating activities was Rs 27,508. Operating profit before changes in working capital items was Rs 49,790 which was adjusted for Change in Inventories, Trade Receivables, Short Term Loans and Advances, other current assets, Trade Payables, Other Current Liabilities, Short Term Provisions and Short Term Borrowings and Income Tax Adjustments.

Financial Year 2024-25

Net cash used in operating activities was Rs (67,434) for the financial year ended March 31, 2025. Operating profit before changes in working capital was Rs 95,344 adjusted for working capital movements and income tax payments.

Financial Year 2023-24

Our net cash generated in operating activities was Rs 20,832 for the financial year ended March 31, 2024. Operating profit before changes in working capital items was Rs 15,789 which was adjusted for working capital changes and income tax payments.

Financial Year 2022-23

Our net cash used in operating activities was Rs (11,627) for the financial year ended March 31, 2023. Our operating profit before changes in working capital items was Rs 7,867 which was adjusted for working capital changes and income tax payments.

Investing Activities

Stub Period June 30, 2025

Net cash used in investing activities for the period ended June 30, 2025 was Rs (3,350), primarily on the purchase of fixed assets and capital work-in-progress, and minor increase in non-current assets.

Financial Year 2024-25

Net cash used in investing activities for financial year ended March 31, 2025 was Rs (1,761), primarily due to capital expenditure, addition of intangible assets, and increase in non-current assets, partially offset by dividend received.

Financial Year 2023-24

Net cash generated in investing activities for financial year ended March 31, 2024 was Rs 154, primarily due to withdrawal of fixed deposits, partially offset by capital expenditure.

Financial Year 2022-23

Net cash used in investing activities for financial year ended March 31, 2023 was Rs (1,803), primarily for capital expenditure and increase in non-current assets including fixed deposits and security deposits.

Financing Activities

Stub Period June 30, 2025

Net cash generated in financing activities for the stub period ended June 30, 2025 was Rs 10,192 primarily from share application money received, partially offset by repayment of long-term borrowings and interest paid.

Financial Year 2024-25

Net cash generated in financing activities for the financial year ended March 31, 2025 was Rs 68,751, primarily due to proceeds from the issue of capital and long-term borrowings, partially offset by interest paid.

Financial Year 2023-24

Net cash used in financing activities for the financial year ended March 31, 2024 was Rs (19,138), primarily due to repayment of long-term borrowings and interest paid, partially offset by increase in long-term provisions.

315

Financial Year 2022-23

Net cash generated from financing activities for the financial year ended March 31, 2023 was Rs 11,851, primarily due to increase in long-term borrowings, partially offset by interest payments and increase in long-term provisions.

Contingent Liabilities and Capital Commitments

The following table sets forth our contingent liabilities and capital commitments as at June 30, 2025, March 31, 2025, March 31, 2024, March 31, 2023 as per restated financial information.

(Rs in 000)

Particulars	June 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
(a) Contingent Liability
Bank Guarantees	2,957	2,957	4,435	5,429
Claims Against the company not acknowledged as debt	52,619	52,619	52,619	52,619
(b) Capital Commitments	-	-	-	-
Total	55,575	55,575	57,053	58,047

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal course of business, we are exposed to certain market risks including interest rate risk, liquidity risk and credit risk. We aim to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on our financial performance. However, there can be no assurance that such measures will fully mitigate the impact of adverse market movements.

Interest rate risk

Interest rate risk arises from changes in prevailing market interest rates, which may affect the fair value of fixed-rate financial instruments and the cash flows of variable-rate financial instruments. The Companys operations are funded, to a certain extent, through interest-bearing borrowings and, accordingly, the Company is exposed to interest rate risk. Fluctuations in market interest rates may impact the finance costs of borrowings that carry variable rates of interest. The Company monitors its interest rate exposure on an ongoing basis and seeks to manage such risk by maintaining an appropriate mix of borrowings and by negotiating competitive interest rates. However, there can be no assurance that future movements in interest rates will not adversely affect the Companys financial condition or results of operations.

Liquidity risk

Liquidity risk is the risk that our Company may encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk is managed by us through effective fund management of the Companys short, medium and long-term funding and liquidity management requirements. Our Company employee prudent liquidity risk management practices by maintaining adequate reserves, banking facilities and other committed borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Companys objective is to ensure sufficient liquidity at all times to meet its operational requirements and financial obligations.

Credit Risk

Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. It primarily arises from our Companys trade and other receivables, cash and cash equivalents and other bank balances. To manage this, we periodically assesses financial creditworthiness of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount. However, there can be no assurance that our counterparties may not default on their obligations, which may adversely affect our business and financial condition and cash flow.

Trade and other receivables from customers

Credit risk with respect to trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the creditworthiness of customers to whom the Company grants credit terms in the normal course of business. Our Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates.

Cash and cash equivalents

The cash and cash equivalents are held with bank that have good credit ratings and financial institution counterparties with good market standing.

OTHER MATTERS

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

Except as disclosed in chapter titled Restated Financial Statements beginning on page 291 of this Draft Red Herring Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor committed against our Company, during the last three financials year.

Disclosure under Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations

A. Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

Except as described elsewhere in this Draft Red Herring Prospectus, there have been no events or transactions to our knowledge which may be described as unusual or infrequent

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

Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

There are no significant economic changes that materially affected our Companys operations or are likely to affect income except as mentioned in the section titled Risk Factors beginning on page 36 of this Draft Red Herring Prospectus.

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

Other than as described in the section titled Risk Factors and Managements Discussion and Analysis of Financial Conditions and Results of Operations beginning on page 36 and respectively of this Draft Red Herring Prospectus, to our knowledge there are no known trends or uncertainties that have or are expected to have a material adverse impact on our income from continuing operations.

). Expectedfuture changes in relationship between costs and revenues, in case of events such as future increase in material costs or prices that will cause a material change are known

Other than as described in the section titled Risk Factors and Managements Discussion and Analysis of Financial Conditions and Results of Operations beginning on page 36 and 36 respectively of this Draft Red Herring Prospectus, there are no known factors to our knowledge which would have a material adverse impact on the relationship between costs and income of our Company. Our Companys future costs and revenues will be determined by demand/supply situation, government policies and other economic factors.

T ,. The 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 explained in the part Financial Year 2024-25 compared with financial year 2023-24 and Financial Year 2023-24 compared with Financial Year 2024-23 above.

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

Our Company is engaged into plasma cutting machines, welding equipment and customised automation systems for metal fabrication and related industries in India. Relevant industry data, as available, has been included in the chapter titled Industry Overview beginning on page 164 of this Draft Prospectus.

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

Except as disclosed in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new products/services or business segment.

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

Revenues from any particular customer may vary between financial reporting periods depending on the nature and term of ongoing contracts with such customer. The table below sets forth our revenue from our top customers of our Company as a percentage of our revenue from operations for the stub period ended June 30, 2025 and for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as below:

(Rsin thousands)
Particulars	Period ending June 30, 2025		FY 2024-25		FY 2023-24		FY 2022-23
	Revenue	% of Revenue from operations	Revenue	% of Revenue from operations	Revenue	% of Revenue from operations	Revenue	% of Revenue from operations
Top-1 Customer	75,323	24.45%	1,27,103	25.75%	10,338	17.05%	4,539	10.19%
Top-3 Customers	1,87,643	61.16%	2,87,136	58.18%	16,291	26.87%	12,760	28.64%
Top-5 Customers	2,41,536	78.72%	3,48,353	70.58%	21,335	35.19%	18,481	41.48%
Top-10 Customers	2,86,163	93.27%	4,14,041	83.89%	33,765	55.70%	27,483	61.68%

As certified by Peer Reviewed Auditor of our Company i.e., M/s. Bhasm Hota & Co., Chartered Accountants by way of their certificate dated December 30, 2025.

The table set forth our supplier dependence of top supplier of our Company as a percentage of Total Suppliers for the period ended June 30, 2025 and for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as below:

Particulars	Period ended as on June 30, 2025		FY 2024-25		FY 2023-24		FY 2022-23
	Purchases	% of total Purchases	Purchases	% of total Purchases	Purchases	% of total Purchases	Purchases	% of total Purchases
Top-1 Supplier	1,90,000	65.21%	3,01,653	66.81%	3,540	14.46%	1,070	7.16%
Top-3 Suppliers	2,58,580	88.75%	3,61,692	80.10%	6,692	27.32%	2,055	13.76%
Top-5 Suppliers	2,77,050	95.09%	3,84,042	85.05%	8,112	33.12%	2,938	19.67%
Top-10 Suppliers	2,88,107	98.89%	4,20,478	93.12%	10,686	43.63%	4,547	30.45%

As certified by Peer Reviewed Auditor of our Company i.e., M/s. Bhasin Hota & Co., Chartered Accountants by way of their certificate dated December 30, 2025.

I. Competitive conditions

We expect competition in our business to intensify from existing and potential competitors. We face competition from both organized and unorganized players in the market. We believe that our expertise, quality offerings and distinguished experience will be key to overcoming competition posed by such players. We believe that the principal factors affecting competition in our business include client relationships, reputation, and the quality and pricing of our products.

J. Related Party Transactions

We have entered into transactions with certain related parties, including directors, chief financial officer, company secretary and group entities. In particular, we have engaged in various transactions with these parties in relation to, amongst others, remuneration, commission, rent expense, loans, other advances, Sale & purchase of product, etc.

For further information relating to our related party transactions see Financial Information on page 291 of this Draft Red Herring Prospectus.