Triveni Power Transmission Ltd Management Discussions

The following discussion is intended to convey managements perspective on the financial condition of our Company and the

Power Transmission Business and the corresponding results of operations for the financial year ended March 31, 2026 and for the period December 04, 2024 (date of incorporation) till March 31, 2025 and the three months period ended June 30, 2026 and the three-months period ended June 30 2025, as applicable. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the sections entitled "Financial Information" beginning on page 116 of this Information Memorandum. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" beginning on page 11 of this Information Memorandum.

Unless otherwise stated or unless the context otherwise requires, the financial information of our Company used in this section has been derived from the Audited Consolidated Financial Statements. Unless noted otherwise, some of the industry related information in this section is obtained or extracted from the Industry Reports (which are paid reports and were commissioned by us solely in connection with the Information Memorandum).

Our Financial Year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular Financial Year are to the 12-month period ended March 31 of that year.

Overview of the Company

Our Company was incorporated as a public limited company under the Companies Act, 2013 with the name Triveni Power Transmission Limited and a certificate of incorporation dated December 04, 2024, was issued by the Registrar of Companies, Central Registration Centre. Pursuant to the Scheme of Arrangement becoming effective from May 19, 2026, Power Transmission Business Undertaking of Triveni Engineering & industries Limited (TEIL) was demerged from TEIL into our Company on a going concern basis with effect from demerger appointed date i.e. April 1, 2026, and in consideration, our Company issued New Equity Shares to the shareholders of TEIL, in accordance with the provisions of the Scheme of Arrangement and on the basis of the Share Entitlement Ratio set out therein. For further details, please see "History and Certain Other Corporate Matters" and "Objects and Rationale of Scheme" on pages 91 and 45 respectively, of this Information Memorandum.

For more information, please see the section titled "Our Business Overview" on page 76 of this Information Memorandum.

Significant Developments after the date of Financial Statements

As otherwise disclosed in this Information Memorandum, there is no subsequent development after the date of our Audited Consolidated Financial Statements contained in this Information Memorandum which materially and adversely affects, or is likely to affect, our operations or profitability, or the value of our assets, or our ability to pay our material liabilities within the next 12 months, except as disclosed below:

The NCLT, Allahabad bench, vide its orders dated May 07 and May 18, 2026, approved the Scheme. The effective date of the Scheme was May 19, 2026. For further details, see "Objects and Rationale of Scheme" beginning on page 45 of this Information Memorandum.

Details of factors affecting results of operations

Our results of operations have been, and will be, affected by many factors, some of which are beyond our control. Key factors affecting our results are discussed in the section "Risk Factors" beginning on page 11 of this Information Memorandum.

Material Accounting Policies

Details of material accounting policies followed by us in the preparation of the Audited Consolidated Financial Statements included in the Information Memorandum form part of the "Audited Consolidated Financial Statements" on page 116 of this Information Memorandum;

Pursuant to demerger, our company is now engaged in the business carried out by PTB undertaking of TEIL. Details of material accounting policies (post vesting of PTB undertaking in the Company) followed by us in the preparation of the Audited Interim Condensed Consolidated Financial Statements included in the Information Memorandum form part of the "Audited Consolidated Financial Statements" on page 116 of this Information Memorandum.

Note 1: Corporate information and basis of preparation and presentation

(i) Corporate information

The financial statements comprise of financial statements of Triveni Power Transmission Limited and its subsidiary (collectively the "Group"). Triveni Power Transmission Limited ("the Company" or the "Parent") is a company limited by shares, incorporated and domiciled in India. The registered office of the Company is located at A-44, Hosiery Complex, Phase-II extension, Noida, Uttar Pradesh 201305. The Company is engaged in engineering business primarily comprises manufacture of high speed and niche low speed gears & gearboxes, after market services and retrofitment of gearboxes, catering to the requirement of power sector, other industrial segments and defence.

(ii) Basis of preparation and presentation (a) Compliance with Ind AS

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) Companies (Indian Accounting Standards) Rules, 2015 (as amended) and other relevant provisions of the Act.

(b) Historical cost convention

The financial statements have been prepared on an accrual basis under historical cost convention except for certain assets and liabilities that are measured at fair values at the end of each reporting period, as explained in the respective accounting policies described in subsequent paragraphs.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of Ind AS 116 Leases (see note 2(iii)), and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 Inventories (see note 2(viii)) or value in use in Ind AS 36 Impairment of Assets (see note 2(v)).

(c) Classification of assets and liabilities into current/non-current

All assets and liabilities have been classified as current or non-current as per the Groups normal operating cycle and other criteria set out in Schedule III to the Act. The operating cycle of the Group is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents.

(d) Principles of consolidation

Business combination under common control

Business combinations involving entities or businesses under common control are accounted for using the pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities or businesses are reflected at their carrying amounts after making adjustments necessary to harmonise the accounting policies. The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. The identity of the reserves is preserved in the same form in which they appeared in the financial statements and the difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve.

Subsidiary

Subsidiary is the entity over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiary is fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group combines the financial statements of the Parent and its subsidiary line by line adding together like items of assets, liabilities, equity, income and expenses. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiary have been changed where necessary to ensure consistency with the policies adopted by the Group.

(e) Statement of cash flows

Cash flows are reported using the indirect method, whereby profit/loss before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expense associated with investing or financing activities. The cash flows from operating, investing and financing activities of the Group are segregated.

(f) Rounding off

The financial statements are presented in Indian rupee ( ), which is the Groups functional and presentation currency unless stated otherwise. All amounts have been rounded off to the nearest thousands, up to two decimals. Value "0.00" or "(0.00)" represents an amount which is below the rounding off threshold.

Note 2: Material accounting policy information

This note provides a list of the material accounting policies adopted in the preparation of these financial statements. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(i) Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. Transaction price at which revenue is recognised is net of goods & services tax and amounts collected on behalf of third parties, if any and includes effect of variable consideration (viz. returns, rebates, trade allowances, credits, penalties etc.). Variable consideration is estimated using the expected value method or most likely amount as appropriate in a given circumstance and is included in the transaction price only to the extent it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

Recognising revenue from major business activities

(a) Sale of goods

Revenue from the sale of goods is recognised at the point in time when control of the goods are transferred to the customer (i.e. satisfaction of performance obligation), generally on dispatch of the goods. The Group generally provides warranties to its customers in the nature of assurance, which is considered as an obligation and provided for under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets (refer note 2(ix)).

(b) Rendering of services

The Group provides engineering services that are either sold separately or bundled together with the sale of goods to a customer.

Contracts for bundled sales of goods and engineering services are comprised of two performance obligations because the promises to transfer goods and provide engineering services are distinct and capable of being separately identifiable. Accordingly, the Group allocates the transaction price based on relative stand-alone selling prices of such goods and engineering services.

The Group recognises revenue from engineering services over time, using an input method to measure progress towards complete satisfaction of the service, because the customer simultaneously receives and consumes the benefits provided by the Group. The progress towards complete satisfaction of the service is determined based on technical estimate of completion of physical proportion of the contract work.

(c) Long-duration construction & supply contracts

Long-duration construction & supply contracts mainly comprise defence contracts, which are analysed to determine combination of contracts and identification of performance obligations and accordingly transaction price is allocated amongst performance obligations based on stand-alone selling prices. Performance obligations, in long-duration construction & supply contracts, generally includes turnkey related activities towards design / engineering / supply of equipment / construction / commissioning which are satisfied over time with the customer receiving benefits from the activities being performed by the Group.

When the progress towards complete satisfaction of performance obligations of a long-duration construction & supply contract can be estimated reliably, revenue is recognised by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, because the customer simultaneously receives and consumes the benefits provided by the Group. Contract costs excludes costs that do not depict the Groups progress in satisfying the performance obligation.

When the outcome of performance obligations of a long-duration construction & supply contract cannot be estimated reliably, but the Group expects to recover the costs incurred in satisfying the performance obligation, contract revenue is recognised only to the extent of the contract costs incurred until such time that it can reasonably measure the outcome of the performance obligation. Contract costs are recognised as expenses in the period in which they are incurred.

(ii) Government grants

Grants from the government are recognised where there is a reasonable assurance that the Group will comply with all attached conditions and the grant shall be received.

Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate and presented either within other operating income/other income or net of related costs.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

Government grants relating to the purchase of property, plant and equipment are deducted from its gross value and are recognised in profit or loss on a systematic and rational basis over the expected useful lives of the related assets by way of reduced depreciation.

(iii) Leases

The Groups lease assets classes primarily consist of leases for land. The Group assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

(i) the contract involves the use of an identified asset;

(ii) the Group has substantially all of the economic benefits from use of the asset through the period of the lease; and

(iii) the Group has the right to direct the use of the asset.

At the date of commencement of the lease, the Group recognises a right-of-use ("ROU") assets and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. The ROU assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset (see note 2(vii) below) and is also evaluated for impairment (see note 2(v) below). The lease liability is measured at amortised cost at the present value of the future lease payments. The lease term includes

(a) the non-cancellable period of the lease;

(b) the period covered by an option to extend the lease, if it is reasonably certain that such option shall be exercised; and

(c) the period covered by an option to terminate the lease, if it is reasonably certain that such option shall not be exercised. Lease liabilities are remeasured with a corresponding adjustment to the related ROU assets if the Group changes its assessment concerning the right to exercise its option of extending or terminating the lease provided to it under the relevant arrangement.

For short-term and low value leases as mentioned above, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

(iv) Foreign currency translation

(a) Functional and presentation currency

The financial statements are presented in Indian rupee ( ), which is the Groups functional and presentation currency unless stated otherwise.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates that approximates the actual rate at the date of respective transactions. Foreign exchange gains or losses resulting from the settlement of such transactions, from the translation of monetary assets and liabilities denominated in foreign currencies at period end exchange rates as well as changes in hedged items, being unrecognised firm commitments denominated in foreign currencies, which are designated under fair value hedges, are recognised in profit or loss in the period in which they arise except for: foreign exchange gains or losses on settlement or translation of foreign currency borrowings that are directly attributable to acquisition, construction or production of a qualifying asset, which are included in cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings. foreign exchange gains or losses in respect of certain qualifying cash flow hedges which are deferred in equity and are reclassified to the profit or loss in the periods when the hedged item affects the profit or loss.

Foreign exchange gains or losses which are regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. Foreign exchange gains or losses related to certain qualifying cash flow hedges are presented in other comprehensive income on a net basis. All other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other income or other expenses, as the case may be.

(v) Impairment of non-financial assets

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, so however that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss.

(vi) Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax. Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(a) Current tax

The tax currently payable is based on taxable profit. Taxable profit differs from ‘profit before tax as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. The Groups current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

(b) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences, the carry forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences, the carry forward of unused tax credits and unused tax losses can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction (other than a business combination) that affects neither the taxable profit nor the accounting profit and does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

(vii) Property, plant and equipment

Property, plant and equipment are tangible items that are held for use in the production or supply of goods and services, rental to others or for administrative purposes and are expected to be used during more than one period. The cost of an item of property, plant and equipment is recognised as an asset if and only if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost comprises purchase price after deducting trade discounts/rebates, government grants related to assets and including import duties and non-refundable purchase taxes, borrowing costs, any costs that is directly attributable to the bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by the management and costs of dismantling/removing the item and restoring the site on which it was located under an obligation. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Each part of item of property, plant and equipment, if significant in relation to the total cost of the item, is depreciated separately. Further, parts of plant and equipment that are technically advised to be replaced at prescribed intervals/period of operation, insurance spares and cost of inspection/overhauling are depreciated separately based on their specific useful life provided these are of significant amounts commensurate with the size of the Group and scale of its operations. The carrying amount of any equipment/inspection/overhauling accounted for as separate asset or if otherwise significant, is derecognised when replaced. All other repairs and maintenance costs are charged to profit or loss during the reporting period in which they are incurred.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Depreciation methods, estimated useful lives and residual value

Depreciation commences when the assets are available for their intended use. Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives.

The management has estimated the useful lives and residual values of all property, plant and equipment and adopted useful lives as stated in Schedule II along with residual values of 5% except for the following:

On the basis of technical assessment and past experience: o mobile phones costing 5,000/- or more are depreciated over two years. o patterns, tools, jigs etc. are depreciated over three years. o machinery spares are depreciated over a life ranging from five to ten years.

Assets costing less than 5,000/- are fully depreciated in the year of purchase.

Estimated useful lives considered are as follows:

Assets	Estimated useful life
Buildings	3 - 60 years
Plant & equipment	15 years
Furniture & fixtures	10 years
Vehicles	8 years
Office equipment	2 - 5 years
Computers	3 - 6 years
Laboratory equipment	10 years
Electrical installations and equipment	10 years

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

(viii) Inventories

(a) Finished goods and work-in-progress are valued at lower of cost and net realisable value. The cost of finished goods and work-in-progress is computed on weighted average basis and includes raw material costs, direct cost of conversion and proportionate allocation of indirect costs incurred in bringing the inventories to their present location and condition. Finished goods and work-in-progress are written down if their net realisable value declines below the carrying amount of the inventories and such write downs of inventories are recognised in profit or loss. When reasons for such write downs ceases to exist, the write downs are reversed through profit or loss.

(b) Inventories of raw materials & components and stores & spares are valued at lower of cost and net realisable value. Raw materials and other items held for use in the production of inventories are not written down below cost if the finished goods in which they will be incorporated are expected to be sold at or above cost. Write down of such inventories are recognised in profit or loss and when reasons for such write downs ceases to exist, such write downs are reversed through profit or loss. Cost of such inventories comprises of purchase price and other directly attributable costs that have been incurred in bringing the inventories to their present location and condition. Cost for the purpose of valuation of raw materials & components and stores & spares is considered on the following basis :

Inventory	Basis
Raw materials & Components	Weighted average and Specific cost
Stores & Spares	Weighted average

(ix) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event; it is probable that the Group will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When the effect of the time value of money is material, provision is measured at the present value of cash flows estimated to settle the present obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Provisions are reviewed at each balance sheet date.

(x) Employee benefits

(a) Post-employment obligations

The Group operates the following post-employment schemes: defined benefit plans towards payment of gratuity; and defined contribution plans towards employees provident fund & employee pension scheme, employees state insurance, superannuation scheme and national pension scheme.

Defined benefit plan

The liability or asset recognised in the balance sheet in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The present value of the defined benefit obligation is determined using projected unit credit method by discounting the estimated future cash outflows with reference to market yield at the end of the reporting period on government bonds that have maturity terms approximating the estimated term of the related obligation, through actuarial valuations carried out at the end of each annual reporting period.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. Such net interest cost along with the current service cost and, if applicable, the past service cost and settlement gain/loss, is included in employee benefit expense in the statement of profit and loss. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions, comprising actuarial gains/losses and return on plan assets (excluding the amount recognised in net interest on the net defined liability), are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

(b) Other long-term employee benefit obligations

Other long-term employee benefits include earned leaves and sick leaves. The liabilities for earned leaves and sick leaves are not expected to be settled wholly within twelve months after the end of the period in which the employees render the related service. They are therefore measured at the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. The benefits are discounted using the market yield on government bonds at the end of the reporting period that have maturity term approximating to the estimated term of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss. The obligations are presented as provisions in the balance sheet.

(xi) Financial assets (a) Classification

The Group classifies its financial assets in the following measurement categories:

those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and those measured at amortised cost.

The classification depends on the Groups business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For assets in the nature of debt instruments, this will depend on the business model. For assets in the nature of equity instruments, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity instrument at fair value through other comprehensive income.

The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

(b) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Groups business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at amortised cost is recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial assets is recognised using the effective interest rate method.

Fair value through other comprehensive income (FVTOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets cash flows represent solely payments of principal and interest, are measured at FVTOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other gains/(losses). Interest income from these financial assets is included in other income using the effective interest rate method.

Fair value through profit or loss (FVTPL): Assets that do not meet the criteria for amortised cost or FVTOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss is recognised in profit or loss and presented net in the statement of profit and loss within other gains/(losses) in the period in which it arises. Interest income from these financial assets is included in other income.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Groups management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Groups right to receive payments is established.

(c) Impairment of financial assets

In accordance with Ind AS 109 Financial Instruments, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss associated with its financial assets carried at amortised cost and FVTOCI debt instruments.

For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115 Revenue from Contracts with Customers, the Group applies simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected life time losses to be recognised after initial recognition of receivables. For recognition of impairment loss on other financial assets and risk exposure, the Group determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, twelve months ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on twelvemonths ECL.

ECL represents expected credit loss resulting from all possible defaults and is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive, discounted at the original effective interest rate. While determining cash flows, cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms are also considered.

ECL is determined with reference to historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates.

(d) Derecognition of financial assets

A financial asset is derecognised only when the Group has transferred the rights to receive cash flows from the financial asset; or retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the Group has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Group has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the Group has neither transferred a financial asset nor retained substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.

On derecognition of a financial asset in its entirety, the difference between the assets carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety, the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

(e) Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses. Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL.

(xii) Financial liabilities and equity instruments

(a) Classification

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Financial liabilities

The Group classifies its financial liabilities in the following measurement categories: those to be measured subsequently at fair value through profit or loss, and those measured at amortised cost.

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or it is designated as at FVTPL, other financial liabilities are measured at amortised cost at the end of subsequent accounting periods.

(b) Measurement Equity instruments

Equity instruments issued by the Company are recognised at the proceeds received. Transaction cost of equity transactions shall be accounted for as a deduction from equity.

Financial liabilities

At initial recognition, the Group measures a financial liability at its fair value net of, in the case of a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the issue of the financial liability. Transaction costs of financial liability carried at fair value through profit or loss are expensed in profit or loss.

Subsequent measurement of financial liabilities depends on the classification of financial liabilities. There are two measurement categories into which the Group classifies its financial liabilities:

Fair value through profit or loss (FVTPL): Financial liabilities are classified as at FVTPL when the financial liability is held for trading or it is designated as at FVTPL. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss.

Amortised cost: Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the Finance costs line item.

(c) Derecognition Equity instruments

Repurchase of the Companys own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Companys own equity instruments.

Financial liabilities

The Group derecognises financial liabilities when, and only when, the Groups obligations are discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

(d) Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the gross carrying amount of a financial liability.

(e) Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in ‘Other income. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period.

(xiii) Derivatives and hedging activities

The Group undertakes transactions involving derivative financial instruments, primarily foreign exchange forward contracts, to manage its exposure to foreign exchange risks.

Derivatives are initially recognised at fair value at the date the relevant contracts are entered into and are subsequently remeasured at their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedge, in which event the timing of the recognition in profit or loss depends on the nature of the hedging relationship and the nature of the hedged item.

Fair value hedges

The Group designates certain derivative instruments as fair value hedges to mitigate the foreign exchange risk of changes in the fair value of a recognised asset or liability, or an unrecognised firm commitment. Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit and loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. When a hedged item is an unrecognised firm commitment to acquire an asset or assume a liability, the cumulative change in the fair value of the hedged item, subsequent to its designation, is recognised as an asset or a liability with a corresponding gain or loss recognised in profit or loss. The initial carrying amount of the asset or liability that results from meeting the firm commitment is adjusted to include the cumulative change in the fair value of the hedged item that was recognised in the balance sheet.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortized to the profit and loss from that date.

Cash flow hedges

The Group designates certain derivative instruments as cash flow hedges to hedge the foreign exchange risk relating to the cash flows attributable to certain firm commitments / highly probable forecast transactions. At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and strategy. Furthermore, at the inception of the hedge and on an ongoing basis, the Group assesses the effectiveness of the hedging instrument in offsetting changes in expected cash flows of the hedged item attributable to the hedged risk. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under cash flow hedging reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in the profit or loss. In case the Group opts to designate only the changes in the spot element of a foreign currency forward contract as a cash flow hedge, the changes in the forward element of the relevant forward contract, is recognised in other comprehensive income and accumulated under cost of hedging reserve within equity, to the extent such forward element is aligned with the critical terms of the hedged item. The changes in the forward element of the relevant forward contract which is not so aligned, is recognised immediately in profit or loss.

Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective and /or aligned portion (as described above) of the cash flow hedges are reclassified to profit or loss in the periods when the hedged item affects the profit or loss.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

Details of any deviation in applicable accounting standards for recording sales and revenues, its impact and analysis of the same.

As on the date of this Information Memorandum, there has been no deviation in applicable accounting standards for recording sales and revenues.

Financial Performance of our Company

Following the demerger, TPTL operates as an independent listed entity with a focused strategy dedicated exclusively to industrial power transmission solutions, enabling enhanced management focus, sharper capital allocation and accelerated growth initiatives.

DISCUSSION ON RESULTS OF OPERATIONS

Discussion on financial performance of Triveni Power Transmission Limited (based on its audited consolidated financial statements for the three months period ended June 30, 2026)

(Rs. in thousands)

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025
1 Revenue from operations	726250.49	502929.29
2 Other income	13777.54	33884.72
Total income	740028.03	536814.01

 

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025
3 Expenses
(a) Cost of materials consumed	305617.12	170058.56
(b) Changes in inventories of finished goods, stock-in-trade and work-in-progress	(89833.77)	(31518.08)
(c) Employee benefits expense	154894.76	141916.67
(d) Finance costs	422.79	2631.04
(e) Depreciation and amortisation expense	60049.77	45492.58
(f) Impairment loss on financial assets (including reversals of impairment losses)	201.06	738.53
(g) Other expenses	113597.15	90507.20
Total expenses	544948.88	419826.50
4 Profit/(loss) before tax	195079.15	116987.51
Tax expense
(a) Current tax	43409.00	29102.02
(b) Deferred tax	6028.00	(400.00)
5 Total tax expense	49437.00	28702.02
6 Profit/(loss) after tax	145642.15	88285.49
7 Other comprehensive income
(a) Items that may be reclassified to profit or loss	4063.27	633.23
(b) Income tax relating to items that may be reclassified to profit or loss	1017.25	159.00
Other comprehensive income, net of tax	3046.02	474.23
8 Total comprehensive income	148688.17	88759.72
9 Earnings/(loss) per equity share of 2 each (not annualised)
(a) Basic (in )	1.39	0.84
(b) Diluted (in )	1.39	0.84

Note: Demerger of PTB undertaking of TEIL has taken place w.e.f. demerger appointed date of April 1, 2026. Accordingly, results for the quarter ended June 30, 2026 includes the operations of PTB undertaking. The figures for the comparative quarter ended June 30, 2025 have been restated to include PTB operations, in accordance with Ind AS 103 "Business Combinations".

(i) Income

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
Revenue from operations (Rs. in thousands)	726250.49	502929.29	44%
Other income (Rs. in thousands)	13777.54	33884.72	-59%
Total income	740028.03	536814.01	38%
Exports % of Revenue from operations	17%	1%
After market % to total Revenue from operations	26%	29%

Q1 FY 27 witnessed a revenue growth of 44% (~ Rs. 22.3 crores) driven by substantial higher exports revenue and higher revenue from defence segment.

Other income during Q1 FY26 includes non-recurring income of Rs. 3.3 crores towards write-back of excess provisions towards expenses, provided in earlier years.

(ii) Cost of materials consumed

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
Cost of materials consumed (Rs. in thousands)	305617.12	170058.56	80%
% Revenue from operations	42%	34%

Increase in Raw material consumption by 80% is attributable towards 44% increase in revenue, and escalation in costs resulting from geopolitical disruptions and 37% increase in inventory of work in progress.

(iii) Employee benefits expense

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
Employee benefits expense (Rs. in thousands)	154894.76	141916.67	9%
% Revenue from operations	21%	28%

Employee benefits expense have increased by 9% in Q1 FY27 on account of annual increments as well as addition in manpower for meeting growth aspirations of the business.

Employee benefits expense as a percentage of Revenue is comparatively lower due to higher Revenue in Q1 FY 27.

(iv) Depreciation and amortisation expense

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
Depreciation and amortisation expense (Rs. in thousands)	60049.77	45492.58	32%
% Revenue from operations	8%	9%

Depreciation and amortisation expense have increased on account of full period impact of capitalization done in the previous year as well as due to capital expenditure incurred during the quarter.

(v) Other expenses

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
Other expenses (Rs. in thousands)	113597.15	90507.20	26%
% Revenue from operations	16%	18%

Other expenses increased by 26% mainly on account of expenses related to overseas business promotion, which reflects the Companys continued focus on strengthening its global presence. However other expenses as percentage of revenue have reduced due to higher revenue in Q1 FY27.

(vi) EBITDA & PBT

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
EBITDA (Rs. in thousands)	255551.71	165111.13	55%
% Revenue from operations	35%	33%
PBT (Rs. in thousands)	195079.15	116987.51	67%
% Revenue from operations	27%	23%

EBITDA & PBT during Q1 FY27 are higher by 55% and 67% repectively due to higher turnover by 44% and better operating leverage.

(vii) Orders booking & Orders in hand

	Quarter ended 30-Jun-2026	Quarter ended 30-Jun-2025	% change
Orders booking during the year (Rs. in thousands)	2040985	841834	142%
Orders in hand (Rs. in thousands)	6163027	4229109	46%
- Normal orders (Rs. in thousands)	2490708	2410248	3%
- Long duration orders (Rs. in thousands)	3672319	1818861	102%

Overall orders booking increased by 142% mainly on account of higher defence order booking.

Long duration orders primarily represent defence orders.

Discussion on financial performance of Triveni Power Transmission Limited (based on its audited consolidated financial statements for Fiscal 2026 and Fiscal 2025)

(Rs. in thousands)

	Year ended 31-Mar-2026	04-Dec-2024 to 31-Mar-2025	Notes
1 Other income	4085.39	1377.63	Note 1
Total income	4085.39	1377.63
2 Expenses
(a) Finance costs	0.74	1.89
(b) Other expenses	9150.63	3210.03	Note 2
Total expenses	9151.37	3211.92
3 Profit/(loss) before tax	(5065.98)	(1834.29)
Tax expense
(a) Current tax	0.07	175.08
(b) Deferred tax	(91.15)	(636.26)
4 Total tax expense	(91.08)	(461.18)	Note 3
5 Profit/(loss) after tax	(4974.90)	(1373.11)
6 Other comprehensive income
(a) Items that may be reclassified to profit or loss	(12.62)	-	Note 4
(b) Income tax relating to items that may be reclassified to profit or loss	-	-
Other comprehensive income, net of tax	(12.62)	-
7 Total comprehensive income	(4987.52)	(1373.11)

Notes:

1. Other income comprises of interest income from bank deposits.

2. Other expenses comprise of software expenses, rates and taxes, auditors fees, legal and professional, rent and miscellaneous expenses. Current year expenses are comparatively higher in view of procurement of software licenses and legal & professional expenses incurred.

3. Current tax is provided based on the taxable profit in accordance with the provisions of the tax laws applicable to relevant tax jurisdictions. Deferred tax is recognized based on temporary differences arising between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. Current tax and deferred tax are measured based on the tax rates and tax laws enacted or substantively enacted by the relevant balance sheet date.

4. Other comprehensive income comprises of exchange differences arising on translating the foreign operations.

Discussion of Financial performance of PTB Undertaking

The PTB Undertaking has been demerged and vested into our Company with effect from demerger appointed date ie April 1, 2026. This section provides the key performance highlights of the PTB undertaking bases Proforma financials of PTB Undertaking as extracted from audited consolidated financial statements of TEIL for the FY26 and FY25

(i) Income

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
Revenue from operations (Rs. in crores)	339.94	369.89	-8%
Other income (Rs. in crores)	13.87	4.11	237%
Total income	353.81	374.00	-5%
Exports % of Revenue from operations	11%	18%
After market % to total Revenue from operations	31%	34%

Decline in revenue as compared to corresponding previous year is witnessed on account of deferment in deliveries, including due to ongoing geo political tensions as well as due to delay in order finalisation by some customers in the domestic market.

PTB is focusing on expanding its footsteps in the international market as it is a growth area for future along with Defence opportunities.

Other income for the FY26 includes non-recurring income of Rs. 13.87 crores towards write-back of excess provisions for expenses (including warranty provision no longer required) made in earlier years.

(ii) Cost of materials consumed

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
Cost of materials consumed (Rs. in crores)	118.88	126.59	-6%
% Revenue from operations	35%	34%

Raw material consumption has reduced by 6%, broadly aligned with the 8% decrease in revenue. This indicates stable input cost trends and efficient consumption in line with revenue.

(iii) Employee benefits expense

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
Employee benefits expense (Rs. in crores)	59.22	53.70	10%
% Revenue from operations	17%	15%

Employee benefits expense have increased by 10% in FY26 on account of annual increments, addition in manpower for meeting growth plans of the business.

Employee benefits expense as a percentage of Revenue is comparatively higher due to lower Revenue in FY26.

(iv) Depreciation and amortisation expense and Capital expenditure

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
Depreciation and amortisation expense (Rs. in crores)	19.54	11.63	68%
% Revenue from operations	6%	3%

Capital expenditure incurred during the year is Rs 123.79 crores as against Rs 102.26 crores in the previous year to raise the capacity of the plant to meet the growth plans

Depreciation and amortisation expense have increased on account of capital expenditure incurred during the year as well as due to full year impact of the capital expenditure incurred in the previous year.

(v) Other expenses

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
Other expenses (Rs. in crores)	57.29	53.13	8%
% Revenue from operations	17%	14%

Other expenses increased by 8% mainly on account of expenses related to overseas business expansion, customer visits and international exhibitions. Higher spending reflects the Businesss continued focus on strengthening its global presence.

(vi) EBITDA & PBT

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
EBITDA (Rs. in crores)	138.48	136.94	1%
% Revenue from operations	41%	37%
PBT (Rs. in crores)	118.02	125.18	-6%
% Revenue from operations	35%	34%

Despite decline in revenue, EBITDA is slightly higher than last year in view of higher other income.

PBT is lower by 6% in view of higher quantum of depreciation on account of increased capital expenditure

(vii) Orders booking & Orders in hand

	Year ended 31-Mar-2026	Year ended 31-Mar-2025	% change
Orders booking during the year (Rs. in crores)	466.61	475.27	-2%
Orders in hand (Rs. in crores)	484.63	389.41	24%
- Normal orders (Rs. in crores)	237.33	211.08	12%
- Long duration orders (Rs. in crores)	247.30	178.33	39%

While the overall orders booking remained largely flat during FY26, the closing orders in hand as at year ended March 31, 2026 is higher by 24%.

During the year, PTB has also secured multiple breakthrough qualification orders across geographies and industries in Gears, enhancing its competitive positioning and supporting its strategic objective of expanding its global footprint.

Long duration orders primarily represent defence orders.

Significant Economic Changes

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations. See "Risk Factors" beginning on page 11 of this Information Memorandum.

Unusual or Infrequent Events or Transactions

Except for the Power Transmission Business transferred by way of Scheme and as described in "Risk Factors" beginning on page 11 of this Information Memorandum, there have been no events or transactions to our knowledge that have in the past or may in the future affect our business operations or financial performance which may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant changes arising from the trends identified and the uncertainties described in "Risk Factors" beginning on page 11 of this Information Memorandum. Except as disclosed in this Information Memorandum, there are no known trends or uncertainties that have or had or are expected to have a material adverse effect on our revenue or income from continuing operations.

Future Relationships Between Expenditure and Income

Other than as described in "Risk Factors" on page 11, "Our Business" on page 76 and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on page 118, to our knowledge there are no known factors which we expect will have a material adverse impact on our business operations, financial performance and growth prospects.

Turnover of each major industry segment

The Company has single reportable segment.

Material increases in net sales or revenue

Refer to "Managements Discussion and Analysis of Financial Condition and Results of Operations" on page 118.

New Product or Business Segments

Other than as described in "Our Business" on page 76 there are no new products or business segments in which we operate.

Supplier or Customer Concentration

Certain components are sourced from a limited number of qualified suppliers due to technical specifications, quality requirements or certification standards. While we serve a diversified customer base, revenues in certain periods may be concentrated among a limited number of large projects or original equipment manufacturer ("OEM") customers. For further details, please refer to "Risk Factors- We depend on a limited number of specialised suppliers for critical inputs, and any supply disruption, quality failure or vendor insolvency could adversely affect our business, financial condition and results of operations." and "Risk Factors- Revenue concentration among a limited number of customers or projects may expose us to disproportionate adverse impact from project delays or cancellations, which could adversely affect our business, financial condition and results of operations" on pages 13 and 14 respectively.

Related Party Transactions

For details of the related party transactions please refer to "Summary of Related Party Transactions" and "Audited Consolidated Financial Statements" beginning on pages 32 and 116, respectively of this Information Memorandum.

Seasonality

Please see "Risk Factors Our business is susceptible to cyclicality of demand, competitive pressures and dependence on capital expenditure cycles in end-user industries, any adverse change in which could adversely affect our business, financial condition and results of operations." on page 19 for details in relation to effect of seasonality on our business, operations and financial conditions.

Competitive Conditions

We expect competitive conditions in our industry to remain firm. For further details, please refer to "Risk Factors" and "Our Business" beginning on pages 11 and 76, respectively of this Information Memorandum.