TIPCO Engineering India Ltd Management Discussions

The following discussion and analysis of our financial condition and results of operations for the period ended on for the Fiscal Years 2025, 2024 and 2023 is based on, and should be read in conjunction with, our Restated Financial Information, including the schedules, notes and significant accounting policies thereto, included in the chapter titled "Restated Financial

Information" beginning on page 202 of this Draft Red Herring Prospectus. Our Restated Financial Information have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial information included in this Draft Red Herring Prospectus. You should also read the section titled "Risk Factors" beginning on page 32 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 Tipco Engineering India Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Information" for the period ended on for the Financial Years 2025, 2024, and 2023 included in this Draft Red Herring Prospectus beginning on page 202 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

We are engaged in manufacturing and supplying a comprehensive range of machinery such as bead mill, batch type bead mill, lab bead mill, horizontal bead mill, vertical bead mill, Tungsten Carbide Pin-Type Bead Mill, Disc Type Horizontal Bead Mill, Dyno Mill, Lab Dyno Mill, Pug Mill, Attritor Mill, Lab Attritor Mill, Basket Mill, Combined Pin and Disc Type Bead Mill, Ceramic Bead Mill, Lab High-Speed Disperser, High-Speed Disperser, Twin-Shaft Disperser, Triple-Shaft Disperser, Vacuum High-Speed Disperser, Fixed Type Disperser, Platform Type Disperser, In-Line Homogenizer, In-Tank Homogenizers, High Shear In-Tank Homogenizer, Liquid Powder Mixing Machine, and Sigma Mixer. We are serving industries such as Paint and Coatings, Chemical, Chemical, Printing and packaging, Metal industry, construction and infrastructure. For the Financial Year 2025, our revenue from operations was 13,313.78 Lakhs, increasing from 10,122.60 lakhs for the Financial Year 2024 and 3,597.41 lakhs for the Financial Year 2023, growing at a CAGR of 92.38 % between the Financial Years 2025 and 2023. We offer machineries mainly across three different series (categories) i.e., Mill Series, Disperser Series and Homogenizers Series. As an average of the last three Fiscals i.e.,2025, 2024 and 2023, sale of products constitutes 94.54% of our revenue from operations.

Our Company carries out its operations from its registered office and manufacturing unit situated at P. No. 1658, Phase I, Sector 38, Industrial Estate Rai Distt., Sonepat, Haryana - 131029, India, covering an approximate area of 1,012.50 Sq. Mtrs and Plot No. 1689, HSIIDC, Sec-38, Ph-I, Rai, Distt. Sonipat, Haryana - 131029, India covering an approximate area of 1,012.50 Sq. Meters. Our manufacturing unit is equipped with sufficient machinery and fabrication equipment such as 20 Hp Refurbishment Vector Drive, Bandsaw Metal Cutting Machine 9", CNC turning center model puma 3100 uly, CNC turning machine, Horizontal CNC Lathe Machine, Horizontal Turning Center Machine, JFY Brand CNC Laser Cutting Machine Sheet, Polishing Machine Model XYD, CNC Turning Centre, Welding Machine ARC 400 Pro, Welding Machine and Double Vanguard Turning Machine. Majority of our operations are carried out in-house with a team of skilled workforce and engineers. Our manufacturing unit is equipped with advanced Quality Assurance Systems that guarantee the highest standards for both incoming materials and finished products.

Our Company was established in the year 2021as a Private Limited Company under the name Tipco Engineering India Private Limited vide Certificate of Incorporation dated September 30, 2021 issued by Deputy Registrar of Companies/Registrar of Companies, Central Processing Centre with Mr. Ritesh Sharma and Ms. Sonia Sharma as the initial subscribers to the Memorandum of Association of our Company. Our Companys name was changed to Tipco Engineering

India Limited pursuant to conversion of Private Limited to Public Limited Company pursuant to issuance of Fresh Certificate of Incorporation dated September 03, 2025 issued by Assistant Registrar of Companies/Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre. Our Company is currently being promoted by Mr. Ritesh

Sharma and Ms. Sonia Sharma. Our Promoters, Mr. Ritesh Sharma and Ms. Sonia Sharma have an overall 18 years and 7 years of work experience in this industry respectively. Our Promoters manage and control the overall affairs of our Business Operations with their considerable experience in our Industry. For more details, please see the chapter titled, "Our Management" and "Our Promoters and Promoter Group" on page 180 and 195of this Draft Red Herring Prospectus.

Our company is to be certified with quality standards, including ISO 9001:2015. Drawing on years of practical field experience, we have developed wide range of products that satisfy the demands of modern flow control in industry. Quality & Reliability is an Integral part of our practice and culture that guides our actions to deliver Products and Services that are safe. We continuously strive to improve our processes, ensuring that every product and service we provide adheres to quality standards. Our dedicated team emphasizes quality management, testing, and continuous feedback loops to guarantee that our solutions are safe, dependable, and compliant with international standards. Our commitment to quality and reliability underpins every aspect of our business, fostering partnerships built on trust and excellence.

In addition to the manufacturing activity being carried out by our Company, we are often involved in receiving orders for those items from clients which are also a part of Companys operations in manufacturing activities. We also offer comprehensive turnkey solutions for water-based and solvent-based ink manufacturing plants, Construction chemicals /Adhesive Production line, Argo-chemical plant setup etc.

Following are the three different series (categories) we are deals into:

Mill Series

The Mill series of machineries typically refers to a range of industrial equipment designed for milling and grinding operations in various industries. These machines are characterized by their robust design, efficiency, and versatility in grinding or milling operations, suited for specific material types and processing needs. The Mill series plays a crucial role in industries like agriculture, manufacturing, helping to enhance productivity and ensure high-quality output through precise and reliable processing.

Disperser Series

A disperser is a machine or equipment used to evenly distribute and mix chemical components within a mixture, such as pigments, fillers, or other additives, to achieve a uniform and stable product. Dispersers are essential in processes like paint, production and pharmaceuticals, where consistent particle dispersion ensures product quality, performance, and appearance. They typically operate using high-speed blades or impellers to break down agglomerates and promote thorough mixing. The key components of dispersers are blades that generate the mixing and shear force necessary for dispersion, recirculation system that ensures thorough mixing by circulating the mixture through the disperser, Control system which allows operators to adjust parameters such as speed, temperature, and processing time.

Homogenizers Series

A homogenizer is a device used to uniformly blend or break down particles within a liquid or semi-liquid mixture, ensuring consistent texture and composition. It operates by applying high pressure or shear forces to reduce particle size and distribute components evenly, which is essential in industries such as food processing, pharmaceuticals, and cosmetics to improve product stability, quality, and shelf life. The key components of homogeniser is rotor and stator design which provides necessary force to push the product through the homogenization process, Valve or Orifice a narrow opening where the high shear forces act to break down particles and cooling system which maintains optimal temperature, as the process can generate heat that might degrade sensitive products.

Our major raw material for machinery is iron, steel, aluminium, electric motor, gear boxes, mechanical seals, bearings etc. Our Company maintains a base of reliable suppliers who consistently provide raw material of appropriate quality as per our requirements. We usually do not enter into long-term supply contracts with any of our raw material suppliers. We majorly procure raw materials from domestic market based on the purchases made for the financial years ended March 31, 2025, 2024 and 2023.

To oversee our sales operations across PAN India, we have a dedicated Sales team operating from our Registered Office. The Sales team is responsible for securing orders from customers and negotiating terms that benefit the Company. Additionally, they play an active role in our marketing initiatives by conducting market research and collecting market intelligence.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

( in Lakhs)

	For the year ended and as at 31st March, 2025
Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from Operations (1)	13,313.78	10,122.60	3,597.41
EBITDA (2)	2,384.48	1,214.96	347.35
EBITDA Margin (%) (3)	17.91%	12.00%	9.66%
PAT (4)	1,549.88	841.77	255.89
PAT Margin (%)(5)	11.64%	8.32%	7.11%
Return on equity (%) (6)	68.03%	111.87%	199.01%
Return on capital employed (%) (7)	33.29%	30.78%	30.81%
Debt-Equity Ratio (8)	1.13	2.06	3.28
Net fixed asset turnover ratio (times) (9)	4.16	41.21	73.66
Current Ratio (times) (10)	1.39	1.55	1.27
Domestic Market	12,908.13	9,857.07	3,482.49
Export Markets	405.65	265.53	114.92
Domestic Market (%)	96.95%	97.38%	96.81%
Export Market (%)	3.05%	2.62%	3.19%

As certified by M/s. Vinay Bhushan & Associates, Chartered Accountants, by way of their certificate dated September 26, 2025

Notes:

(1) Revenue from operation means revenue from sale of our products

(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs Other Income (3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (4) PAT is calculated as PBT Total Tax expense (5) PAT Margin is calculated as PAT for the period/year divided by revenue from operations

(6) Return on Equity is calculated by comparing the proportion of net income against the amount of average shareholder equity (7) Return on Capital Employed is calculated as follows: Profit before tax + Finance Costs Other Income (EBIT) divided by (Tangible Net Worth + Total Debt + Deferred Tax Liabilities) (8) Debt to Equity ratio is calculated as Total Debt divided by equity (9) Net Fixed asset turnover ratio is calculated by dividing the Revenue from Operations by net Fixed Assets of the Company (10) Current Ratio is calculated by dividing Current Assets to Current Liabilities

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025

In the opinion of the Board of Directors of our Company, since the date of the stub period as disclosed 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, except for the following events which do not have a material impact on the profitability of our Company.

1. Our Company was converted into a public limited company pursuant to a resolution passed by the Board of Directors in their meeting held on July 15, 2025 and by our Shareholders at an extra-ordinary general meeting held on July 16, 2025 and consequently the name of our Company was changed to ‘Tipco Engineering India Limited and a fresh certificate of incorporation dated September 03, 2025.

2. The Board of our Company has approved to raise funds through Initial Public Offering in the board meeting held on September 08, 2025.

3. The members of our Company approved proposal of Board of Directors to raise funds through initial public offering in the EOGM held on September 08, 2025

4. Pursuant to the approval of the Board of Directors at their meeting dated September 10, 2025, our Company allotted 153,02,448 fully paid-up bonus equity shares to the existing shareholders in the ratio of 893 (Eight Hundred and Ninety Three) equity shares for every 1 (one) equity shares held by them on the record date.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated Financial Information" beginning on page 202 of this Draft Red Herring Prospectus.

KEY COMPONENTS OF COMPANYS BALANCE S EET

The following table sets forth select financial data derived from our restated statement of Balance Sheet as at Fiscal 2025, 2024 and 2023:

( in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Liabilities
Long Term Borrowings	1,992.35	1,327.68	424.79
Short Term Borrowings	1,730.24	1,240.39	416.77
Trade Payables	1,154.83	2,295.69	1,226.38
Other current liabilities	1,559.42	351.70	426.81
Short-term provisions	329.75	97.60	48.76
Assets
Property, Plant & Equipment and Intangible Assets	3,415.46	351.26	78.30
Inventories	3,124.29	1,248.85	718.49
Trade receivables	2,622.05	2,563.55	1,043.27
Short-term loans and advances	732.59	1,964.68	918.54

FISCAL 2025 COMPARED WITH FISCAL 2024

Borrowings:

Companys borrowings have increased in Fiscal 2025 to finance the growing operations of the company, following are details of Long- & Short-Term borrowings of the company:

(Rs in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Long Term Borrowings	1,992.35	1,327.68
Short Term Borrowings	1,730.24	1,240.39
Total	3,722.59	2,568.07

Trade Payables:

Trade payables include dues payables to expense creditors, Companys payables in Fiscal 2025 have decreased due to early payment of creditors due to increased liquidity on account of cash credit limit increased by bank, following are details of Trade Payables of the company:

(Rs in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Total outstanding dues of micro enterprises and small enterprises	188.72	34.09
Total outstanding dues of creditors other than micro enterprises and small enterprises	966.11	2,261.60
Total	1,154.83	2,295.69

Other current liabilities:

Other current liabilities include Advances and Deposits from Customers, Statutory Dues payable, salary payable and they have increased primarily due to increase in Advances and Deposits from Customers, details of which are as follows:

( in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Statutory Dues	34.22	60.07
Interest Payable on MSME Dues	11.20	1.60
Other Expenses Payables	3.07	0.33
Salary Payable	14.18	20.18
Audit Fees Payable	2.25	0.45
Advances and Deposits from Customers	1,494.49	269.07
Total	1,559.42	351.70

Short-term provisions:

Short term provisions include provision for taxation and gratuity; it has increased on account of increase in Provision for taxation due to increase in Profit of the company.

( in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Provision for Taxation	328.68	97.13
Gratuity	1.07	0.47
Total	329.75	97.60

Property, Plant & Equipment and Intangible Assets:

Following are the details of "Property, Plant & Equipment and Intangible Assets":

(Rs in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Property, Plant & Equipment	3,199.26	245.66
Intangible Assets	0.08	0.21
Capital Work in Progress	216.12	105.39
Total	3,415.46	351.26

Company has purchased freehold land of 2,838.52 Lakhs in Fiscal 2025, which has contributed to overall increase in Property, Plant & Equipment in Fiscal 2025.

Inventories:

The companys inventories mainly consist of Raw Materials, Finished Goods, work in progress & Stock-in-trade related to its operations. The companys inventories increased in line with the growing operations of the company. The table below shows the details of Inventories of the company:

(Rs in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Raw Materials	1,476.81	1,248.85
Work in Progress/ Semi Finished Goods	572.18	-
Finished Goods	767.03	-
Stock-in-Trade	308.27	-
Total	3,124.29	1,248.85

Trade receivables:

Trade receivables include dues from customers remaining unpaid, Companys receivables have increased in Fiscal 2025 slightly in line with growing operations of the company, following are details of Trade receivables of the company:

(Rs in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Trade receivables	2,622.05	2,563.55

Short-term loans and advances:

Short-term loans and advances majorly include Balances with Stat. authorities, Advance for Capital Goods, Advance to Creditors it has decreased due to decrease in Advance to Creditors in Fiscal 2025, details of which are as follows:

(Rs in Lakhs)

Particulars	Fiscal 2025	Fiscal 2024
Loans and advances to employees	7.10	3.40
Balance with statutory/government authorities	44.81	-
Prepaid Expenses	4.23	-
TDS Reimbursement	17.46	3.96
Advance for Capital Goods	372.36	1,116.26
Other advances	103.93	40.24
Advance to Creditors	182.71	800.81
Total	732.60	1,964.67

FISCAL 2024 COMPARED WITH FISCAL 2023

Borrowings:

Companys borrowings have increased in Fiscal 2024 in line with growing operations of the company, following are details of Long- & Short-Term borrowings of the company:

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Long Term Borrowings	1,327.68	424.79
Short Term Borrowings	1,240.39	416.77
Total	2,568.07	841.56

Trade Payables:

Trade payables include dues payables to expense creditors, Companys payables have increased in Fiscal 2024 in line with growing expenses of the company, following are the details of Trade Payables of the company:

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Total outstanding dues of micro enterprises and small enterprises	34.09	-
Total outstanding dues of creditors other than micro enterprises and small enterprises	2261.60	1226.38
Total	2,295.69	1,226.38

Other current liabilities:

Other current liabilities include Advances and Deposits from Customers, Statutory Dues payable, salary payable and they have decreased primarily due to decrease in Advances and Deposits from Customers, details of which are as follows:

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Statutory Dues	61.67	9.06
Other Expenses Payables	0.33	0.25
Salary Payable	20.18	13.87
Audit Fees Payable	0.45	0.21
Commission Payable	0.00	40.79
Advances and Deposits from Customers	269.07	362.63
Total	351.70	426.81

Short-term provisions:

Short term provisions include provision for taxation and gratuity; it has increased on account of increase in Provision for taxation due to increase in Profit of the company.

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Provision for Taxation	97.13	48.68
Gratuity	0.47	0.07
Total	97.60	48.75

Property, Plant & Equipment and Intangible Assets:

Following are the details of "Property, Plant & Equipment and Intangible Assets":

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Property, Plant & Equipment	245.66	48.84
Intangible Assets	0.21	-
Capital Work in Progress	105.39	29.46
Total	351.26	78.30

Company has purchased plant and equipment of 205.36 Lakhs in Fiscal 2024, which has contributed to overall increase in Property, Plant & Equipment in Fiscal 2024.

Inventories:

The companys inventories mainly consist of Raw Materials related to its operations. The companys inventories increased in line with the growing operations of the company. The table below shows the details of Inventories of the company:

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Raw Materials	1,248.85	718.49
Total	1,248.85	718.49

Trade receivables:

Trade receivables include dues from customers remaining unpaid, Companys receivables have increased in Fiscal 2024 in line with growing operations of the company, following are details of Trade receivables of the company:

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Trade receivables	2,563.55	1,043.27

Short-term loans and advances:

Short-term loans and advances majorly include Balances with Stat. authorities, Advance for Capital Goods, Advance to Creditors, it has increased due to increase in Advance for Capital goods in Fiscal 2024, details of which are as follows:

(Rs in Lakhs)

Particulars	Fiscal 2024	Fiscal 2023
Loans and advances to employees	3.40	3.22
Balance with statutory/government authorities	-	61.48
TDS Reimbursement	3.96	0.06
Advance for Capital Goods	1,116.26	78.00
Other advances	40.24	35.66
Advance to Creditors	800.81	740.12
Total	1,964.67	918.54

RESULTS OF OUR OPERATION

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of our Company the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023: (Rs in Lakhs)

Particulars	For The Year Ended 31st March, 2025	% of Total Revenue	For The Year Ended 31st March, 2024	% of Total Revenue	For The Year Ended 31st March, 2023	% of Total Revenue
Revenue:
Revenue from Operations	13,313.78	99.84%	10,122.60	99.87%	3,597.41	99.99%
Other income	20.77	0.16%	13.57	0.13%	0.28	0.01%
Total revenue	13,334.55	100.00%	10,136.17	100.00%	3,597.69	100.00%
Expense:
Cost of materials consumed	8,411.29	63.08%	8,512.24	83.98%	3,011.29	83.70%
Purchase of stock-in-trade	3,499.27	26.24%	0.00	0.00%	0.00	0.00%
Changes in inventories of finished goods and work-in- progress	(1,647.48)	(12.35%)	0.00	0.00%	0.00	0.00%
Employees Benefit Expenses	241.13	1.81%	136.17	1.34%	98.82	2.75%
Finance costs	462.35	3.47%	152.77	1.51%	29.37	0.82%
Depreciation and Amortization	64.39	0.48%	53.79	0.53%	9.36	0.26%
Other expenses	425.09	3.19%	259.23	2.56%	139.94	3.89%
Total Expenses	11,456.04	85.91%	9,114.20	89.92%	3,288.78	91.41%
Profit before tax	1,878.51	14.09%	1,021.97	10.08%	308.90	8.59%
Tax Expense:
Current tax	375.40	2.82%	189.09	1.87%	53.70	1.49%
Current Tax adjustment of earlier years	1.04	0.01%	0.00	0.00%	0.00	0.00%
Deferred Tax	(47.81)	(0.36%)	(8.89)	(0.09%)	(0.69)	(0.02%)
Net Total Tax Expenses	328.63	2.46%	180.20	1.78%	53.01	1.47%
Net Profit for the year	1,549.88	11.62%	841.77	8.30%	255.89	7.11%

KEY COMPONENTS OF COMPANYS PROFIT AND LOSS STATEMENT

Revenue from operations: Revenue from operations mainly consists of Sale of products which includes bead mill, batch type bead mill, lab bead mill, horizontal bead mill, vertical bead mill, Tungsten Carbide Pin-Type Bead Mill, Disc Type Horizontal Bead Mill, Dyno Mill, Lab Dyno Mill, Pug Mill, Attritor Mill, Lab Attritor Mill, Basket Mill, Combined Pin and Disc Type Bead Mill, Ceramic Bead Mill, Lab High-Speed Disperser, High-Speed Disperser, Twin-Shaft Disperser, Triple-Shaft Disperser, Vacuum High-Speed Disperser, Fixed Type Disperser, Platform Type Disperser, In-Line Homogenizer, In-Tank Homogenizers, High Shear In-Tank Homogenizer, Liquid Powder Mixing Machine, and Sigma Mixer & Services which includes Construction, Erection and Dismantling Work, Installation & Commissioning Charges etc.

Other Income: Other Income includes Interest income, Duty Drawback, Freight and Cartage received, Remission on Duties of Export, Balances Written off, Miscellaneous Income etc.

Expenses: Companys expenses consist of Cost of Materials Consumed, Purchase of Stock-in-Trade, Changes in inventories of finished goods and work-in-progress, Employee Benefit Expenses, Finance Cost, Depreciation and Amortization Expense, Other Expenses, and Tax Expenses.

Cost of Materials Consumed: Cost of material consumed includes Purchases and Direct cost.

Changes in Inventories: This consists of changes in inventories of semi-finished goods, finished goods, and stock-in-trade of the current Fiscal year from the previous Fiscal year.

Purchase of Stock in Trade: This includes expenses incurred for purchasing stock-in-trade by the Company.

Employee Benefits Expense: Employee benefit expenses include Salaries and Wages, Managerial Remuneration, Contribution to Provident Fund & Other Fund, Gratuity Expenses, and Staff Welfare Expenses.

Finance Cost: Finance Cost includes Interest on Borrowings, Bank charges, Interest on MSME dues, and Interest on Statutory Dues.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per the rates set forth in the Companies Act, 2013.

Other Expenses: Other expenses include Auditors Remuneration, Business Promotion Expenses, Bad Debts Written Off,

Commission Expenses, CSR Expenses, Legal and Professional fees, Office expenses, Repairs and Maintenance expenses, Rent Expenses, Travelling expenses, Transportation expenses, etc.

FISCAL 2025 COMPARED WITH FISCAL 2024

Revenue from Operation

Revenue from operations has increased by 31.53% from 10,122.60 Lakhs in Fiscal 2024 to 13,313.78 Lakhs in Fiscal 2025.

Revenue from operations included following:

(Rs. in Lakhs)

	For the Year Ended
Particulars	March 31st, 2025	March 31st, 2024	Absolute change	% of Change
Revenue from Sale of Products	12,000.81	9,737.86	2,262.95	23.24%
Revenue from Sale of Services	1,308.28	358.86	949.42	264.57%
Other Operating Revenues	4.69	25.88	(21.19)	(81.88%)
Total	13,313.78	10,122.60	3,191.18	31.53%

Companys revenue has increased mainly on account of increase in Revenue from Sale of services which has increased by 264.57% from 358.86 Lakhs in in Fiscal 2024 to 1,308.28 Lakhs in Fiscal 2025. Its revenue from products has also increased by 2,262.95 Lakhs in Fiscal 2025.

Other Income

Other income had increased by 53.06% from 13.57 Lakhs in Fiscal 2024 to 20.77 Lakhs in Fiscal 2025 due to increase in Balances written off by 6.51 Lakhs, incentive from RODTEP scheme by 3.18 Lakhs. This was offset by a decrease in net gain on foreign currency transaction by 3.18 Lakhs.

Cost of Materials Consumed

Cost of materials consumed had decreased by 1.19% from 8,512.24 Lakhs in Fiscal 2024 to 8,411.29 Lakhs in Fiscal 2025.

This was due to decrease in Purchase of raw materials from 8,654.93 Lakhs in Fiscal 2024 to 8,403.18 Lakhs in Fiscal 2025.

Purchase of Stock in Trade

Purchases of stock in trade increased significantly from Nil in Fiscal 2024 to 3,499.27 Lakhs in Fiscal 2025. As company started trading in Fiscal 2025.

Changes in Inventories

Changes in Inventories of finished goods increased significantly from Nil in Fiscal 2024 to 1,647.48 Lakhs in Fiscal 2025. As company started trading in Fiscal 2025.

Employee Benefit Expenses

Employee benefit expenses had increased by 77.08% from 136.17 Lakhs in Fiscal 2024 to 241.13 Lakhs in Fiscal 2025. This was primarily due to increase in Managerial Remuneration from 28.20 Lakhs in Fiscal 2024 to 72.00 Lakhs in Fiscal 2025 and increase in Salaries and wages from 82.18 Lakhs in Fiscal 2024 to 127.00 Lakhs in Fiscal 2025.

Finance Cost

Finance Cost had increased by 202.64% from 152.77 Lakhs in Fiscal 2024 to 462.35 Lakhs in Fiscal 2025. This was primarily due to increase in Interest on borrowings expenses from 109.65 Lakhs in Fiscal 2024 to 390.18 Lakhs in Fiscal 2025. Interest on Borrowings increased due to increase in Total Borrowings from 2,568.07 Lakhs in Fiscal 2024 to

3,722.59 Lakhs in Fiscal 2025.

Depreciation and Amortization Expenses

Depreciation had increased by 19.71% from 53.79 Lakhs in Fiscal 2024 to 64.39 Lakhs in Fiscal 2025. This was primarily due to addition of fixed assets of 3,017.87 Lakhs by the Company during Fiscal 2025, of which 179.35 Lakhs were depreciable fixed assets.

Other Expenses

Other expenses had increased by 63.98% from 259.23 Lakhs in Fiscal 2024 to 425.09 Lakhs in Fiscal 2025. The increase was primarily due to increase in Commission expenses by 38.96 Lakhs, Provision for Bad Debts by 68.60 Lakhs, Transportation Charges by 27.56 Lakhs, etc., in Fiscal 2025.

Tax Expenses

The Companys tax expenses had increased by 148.43 Lakhs from 180.20 Lakhs in the Fiscal 2024 to 328.63 Lakhs in Fiscal 2025. This was primarily due to increase in current tax expenses during the year which got increased from 189.09

Lakhs in the Fiscal 2024 to 375.40 Lakhs in the Fiscal 2025.

Profit after Tax

In Fiscal 2025, the Company reported a net profit of 1,549.88 Lakhs, marking a significant increase from 841.77 Lakhs in Fiscal 2024. This growth in profitability was primarily driven by improved operational efficiencies and increase in revenue from operations also contributed to higher profits for the year. A substantial rise in revenue, coupled with decrease in direct expenses, further supported the profit increase.

FISCAL 2024 COMPARED WITH FISCAL 2023

Revenue from Operation

Revenue from operations has increased by 181.39% from 3,597.41 Lakhs in Fiscal 2023 to 10,122.60 Lakhs in Fiscal 2024.

Revenue from operations included following:

(Rs. in Lakhs)

	For the Year Ended
Particulars	March 31st, 2024	March 31st, 2023	Absolute change	% of Change
Revenue from Sale of Products	9,737.86	3,499.94	6,237.92	178.23%
Revenue from Sale of Services	358.86	87.90	270.96	308.26%
Other Operating Revenues	25.88	9.57	16.31	170.43%
Total	10,122.60	3,597.41	6,525.19	181.39%

Companys revenue has increased mainly on account of increase in Revenue from Sale of products which has increased by 6,237.92 Lakhs in Fiscal 2024. Its revenue from services also increased by 308.26% from 87.90 Lakhs in in Fiscal 2023 to 358.86 Lakhs in Fiscal 2024.

Other Income

Other income had increased by 4,746.43% from 0.28 Lakhs in Fiscal 2023 to 13.57 Lakhs in Fiscal 2024. This is primarily due to increase in Net Gain on Foreign Currency Transaction from Nil in Fiscal 2023 to 3.18 Lakhs in Fiscal 2024, increase in Interest on fixed deposits from Nil in Fiscal 2023 to 5.54 Lakhs in Fiscal 2024, and increase in Duty Drawback from

0.28 in Fiscal 2023 to 4.85 in Fiscal 2024.

Cost of Materials Consumed

Cost of materials consumed had increased significantly by 182.68% from 3,011.29 Lakhs in Fiscal 2023 to 8,512.24 Lakhs in Fiscal 2024. This was due to increase in Purchase of raw materials from 3,642.26 Lakhs in Fiscal 2023 to 8,654.93 Lakhs in Fiscal 2024, and increase in Direct expenses from 87.53 Lakhs in Fiscal 2023 to 387.66 in Fiscal 2024.

Changes in Inventories

Changes in Inventories of finished goods remained unchanged from Nil in Fiscal 2023 to Nil in Fiscal 2024.

Purchase of Stock in Trade

Purchases of stock in trade remained unchanged from Nil in Fiscal 2023 to Nil in Fiscal 2024.

Employee Benefit Expenses

Employee benefit expenses had increased by 37.80% from 98.82 Lakhs in Fiscal 2023 to 136.17 Lakhs in Fiscal 2024. This was primarily due to increase in Salary & wages from 54.41 Lakhs in Fiscal 2023 to 82.18 Lakhs in Fiscal 2024 and increase in Managerial Remuneration from 22.00 Lakhs in Fiscal 2023 to 28.20 Lakhs in Fiscal 2024.

Finance Cost

Finance Cost had increased by 420.16% from 29.37 Lakhs in Fiscal 2023 to 152.77 Lakhs in Fiscal 2024. This was primarily due to increase in Interest on borrowings expenses from 5.93 Lakhs in Fiscal 2023 to 109.65 Lakhs in Fiscal 2024. Interest on Borrowings increased due to increase in Total Borrowings from 841.56 Lakhs in Fiscal 2023 to 2,568.07 Lakhs in Fiscal 2024.

Depreciation and Amortization Expenses

Depreciation had increased by 474.68% from 9.36 Lakhs in Fiscal 2023 to 53.79 Lakhs in Fiscal 2024. This was primarily due to addition in fixed assets of 250.81 Lakhs by the Company during Fiscal 2024.

Other Expenses

Other expenses had increased by 85.24% from 139.94 Lakhs in Fiscal 2023 to 259.23 Lakhs in Fiscal 2024. The increase was primarily due to increase in Business Promotion Expenses by 17.16 Lakhs, Office expense by 11.55 Lakhs, Travelling expenses by 29.18 Lakhs, Transportation Expenses by 22.81 Lakhs and Repairs and Maintenance by 17.80 Lakhs in Fiscal 2024.

Tax Expenses

The Companys tax expenses had increased by 127.19 Lakhs from 53.01 Lakhs in the Fiscal 2023 to 180.20 Lakhs in Fiscal 2024. This was primarily due to increase in current tax expenses during the year which got increased from 53.70

Lakhs in the Fiscal 2023 to 189.09 Lakhs in the Fiscal 2024.

Profit after Tax

In Fiscal 2024, the Company reported a net profit of 841.77 Lakhs, a substantial rise from 255.89 Lakhs in Fiscal 2023. This increase was primarily driven by a corresponding growth in revenue from operations, along with improved operational efficiency. Additionally, the proportionate reduction in Employee benefit expense & other expense further contributed to the enhanced profitability.

CASH FLOWS

Cash Flows

(Rs in Lakhs)

Particulars	Period ended March 31, 2025	Period ended March 31, 2024	Period ended March 31, 2023
Net Cash from Operating Activities	1,629.92	(1,013.50)	(684.83)
Net Cash from Investing Activities	(3,123.07)	(321.19)	(87.66)
Net Cash from Financing Activities	1,231.31	1,723.25	781.04

Cash Flows from Operating Activities

For the financial year ended March 31, 2025

Our net cash generated from operating activities for period ended March 31, 2025, was at 1,629.92 Lakhs as compared to the Profit Before Tax at 1,878.51 Lakhs. Our operating profit before working capital changes was 2,409.79 Lakhs for the financial year ended March 31, 2025 which was primarily adjusted against increase in inventories by (1,875.44) Lakhs, increase in trade receivables by (58.50) Lakhs, decrease in short term loans and advances by 1,232.09 Lakhs, decrease in trade payables by (1,140.85) Lakhs, increase in other current liabilities by 1,207.72 Lakhs and Net income taxes paid of

(144.89) Lakhs.

For the financial year ended March 31, 2024

Our net cash used in operating activities for period ended March 31, 2024, was at (1,013.50) Lakhs as compared to the

Profit Before Tax at 1,021.97 Lakhs. Our operating profit before working capital changes was 1,229.74 Lakhs for the period ended March 31, 2024 which was primarily adjusted against increase in inventories by (530.36) Lakhs, increase in trade receivables by (1,520.28) Lakhs, increase in short term loans and advances by (1,046.14) Lakhs, increase in trade payables by 1,069.30 Lakhs, decrease in other current liabilities by (75.11) Lakhs and Net income taxes paid of (140.65) Lakhs.

For the financial year ended March 31, 2023

Our net cash generated from operating activities for period ended March 31, 2023, was at (684.83) Lakhs as compared to the Profit Before Tax at 308.90 Lakhs. Our operating profit before working capital changes was 351.70 Lakhs for the financial year ended March 31, 2023 which was primarily adjusted against increase in inventories by (718.49) Lakhs, increase in trade receivables by (1,043.27) Lakhs, increase in short term loans and advances by (918.53) Lakhs, increase in trade payables by 1,226.38 Lakhs, increase in other current liabilities by 422.38 Lakhs and Net income taxes paid of (5.00) Lakhs.

Cash Flows from Investment Activities

For the financial year ended March 31, 2025

For the financial year ended March 31, 2025, the net cash used in Investing Activities was (3,123.07) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment, Intangible Assets, CWIP & IAUD of (3,128.60) Lakhs, and Interest received of 5.53 Lakhs.

For the financial year ended March 31, 2024

For the financial year ended March 31, 2024, the net cash used in Investing Activities was (321.19) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment, Intangible Assets, CWIP & IAUD of (326.73) Lakhs, and Interest received of 5.54 Lakhs.

For the financial year ended March 31, 2023

For the financial year ended March 31, 2023, the net cash used in Investing Activities was (87.66) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment, Intangible Assets, CWIP & IAUD of (87.66) Lakhs.

Cash Flows from Financing Activities

For the financial year ended March 31, 2025

For the financial year ended March 31, 2025, the net cash used in financing activities was 1,231.31 Lakhs. This was mainly on account of proceeds from Long-Term Borrowings of 3,669.62 Lakhs, repayment of Long-Term Borrowings of

(3,004.95) Lakhs, proceeds from Issuance of Share Capital of 510.19 Lakhs, Security Deposits received of 28.94 Lakhs, proceeds from Short-Term Borrowings of 15,709.47 Lakhs, Repayment of Short-Term Borrowings of (15,219.62) Lakhs and Interest and Finance Charges paid of (462.35) Lakhs.

For the financial year ended March 31, 2024

For the financial year ended March 31, 2024, the net cash used in financing activities was 1,723.25 Lakhs. This was mainly on account of proceeds from Long-Term Borrowings of 2,029.08 Lakhs, repayment of Long-Term Borrowings of

(1,126.20) Lakhs, proceeds from Issuance of Share Capital of 150.02 Lakhs, Security Deposits paid of (0.51) Lakhs, proceeds from Short-Term Borrowings of 11,444.69 Lakhs, Repayment of Short-Term Borrowings of (10,621.07) Lakhs and Interest and Finance Charges paid of (152.77) Lakhs.

For the financial year ended March 31, 2023

For the financial year ended March 31, 2023, the net cash used in financing activities was 781.04 Lakhs. This was mainly on account of proceeds from Long-Term Borrowings of 424.87 Lakhs, repayment of Long-Term Borrowings of (45.46) Lakhs, Security Deposits paid of (28.95) Lakhs, proceeds from Short-Term Borrowings of 2,383.17 Lakhs, Repayment of Short-Term Borrowings of (1,923.21) Lakhs and Interest and Finance Charges paid of (29.37) Lakhs.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, salary, loans & advances, sales and the issue of Equity Shares. For further details of related parties kindly refer chapter titled "Restated Financial Information" beginning on page 202 of this Draft Red Herring Prospectus.

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purpose of facilitating off-balance sheet arrangements.

QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED CONSOLIDATED FINANCIAL STATEMENTS

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Financial Market Risks

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

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework our margins to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write off such amounts.

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 Information" beginning on page 202 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 has been no material fraud, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Unusual or infrequent events or transactions

Except as described in this Draft Red Herring Prospectus, during the years under review there have been no transactions or events, which in our best judgment, would be considered "unusual" or "infrequent".

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have 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 from continuing operations except as described in chapter titled "Risk Factors" beginning on page 32 of this Draft Red Herring Prospectus.

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 section titled "Risk Factors" and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations", beginning on page 32 and 250 of this Draft Red Herring Prospectus respectively 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.

Future relationship between Costs and Income

Other than as described in the section titled "Risk Factors" beginning on page 32 of this Draft Red Herring Prospectus, 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.

The extent to which material increases in revenue or income from operations are due to increased volume, introduction of new products or services or increased 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 2022-23" above.

Significant dependence on a single or few Suppliers or Customers

Our revenue is not dependent on a single or a few customers /suppliers.

Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business" beginning on page 135 of this Draft Red Herring Prospectus for new products or business segments.

The extent to which the business is seasonal

Our business is seasonal in nature.

Competitive Conditions

Competitive conditions are as described in the Chapter "Our Business" beginning on page 135 of this Draft Red Herring Prospectus.