Vdeal System Ltd Management Discussions

You should read the following discussion of our financial condition and results of operations in conjunction with our Restated financial statements attached in the Section titled "Financial Information" beginning on page 246 of the Prospectus. You should also read the Sections titled "Risk Factors" and "Forward Looking Statements" on page 40 and 29 respectively of this Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. Our Financial Statements, as restated have been derived from our audited Financial Statement for the respective years. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Financial Statements.

Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor which is included in this Prospectus under Chapter titled "Restated Financial Statements" beginning on Page 246 of the Prospectus. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

OVERVIEW

Our Company was originally incorporated on December 10, 2009 in Bhubaneswar, Orissa, as a Private Limited Company in the name and style of "Swastik Energy System Private Limited" under the provisions of the Companies Act, 1956 vide Certificate of Incorporation bearing CIN: U31100OR2009PTC011396 issued by the Registrar of Companies, Cuttack. Later, our Company acquired the ongoing business of a partnership firm M/s. Vdeal System having principal place of business at Plot No. 358/3476, 357/3457, Jaydev Vihar, Bhubaneswar, Orissa vide Takeover Agreement dated April 01, 2017 where one of our promoters Mr. Dhiraj Kochar was partner. Subsequently, the name of our Company changed from "Swastik Energy System Private Limited" to "Vdeal System Private Limited" vide Special Resolution passed by the shareholders in the Extra-Ordinary General Meeting of the Company held on April 04, 2017 and fresh Certificate of Incorporation dated April 21,2017 pursuant to change of name was issued by the Registrar of Companies, Cuttack. Further, our Company was converted into a Public Limited Company pursuant to Special Resolution passed by the shareholders of our Company at the Extra- Ordinary General Meeting held on January 16, 2024, and consequently the name of our Company was changed from "Vdeal System Private Limited" to "Vdeal System Limited" and a fresh certificate of incorporation dated May 20, 2024 pursuant to conversion from Private Limited Company to Public Limited Company was issued by the Registrar of Companies, Central Registration Centre bearing CIN: U31100OR2009PLC011396.

We are an ISO 9001:2015 certified company providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by in-house product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Our Company has business relationships with global electrical players. Such strategic tie ups with renowned brand owners give us the competitive edge over our competitors.

Our Company is a growing Integrated Electrical and Automation solution provider dealing in comprehensive electrical solutions across industries with significant presence in multiple Industry segments. Our products are supplied to industry players through a business-to-business (B2B) model.

Our Company is also fueling the next wave of AI (Artificial Intelligence) and ML (Machine Learning)-driven innovation solution that can integrate IOT (Internet of things), AI and ML into a Cloud based Software as a Service (SaaS) Model. Over the past few years, IoT has become one of the most important technologies of the 21^st century through which everyday objects like kitchen appliances, cars, thermostats, baby monitors can be connected to the internet via embedded devices. Hence, by providing IoT solutions, our Company aims to integrate seamless communication between people, processes, and things

Our Managing Director, Mr. Dhiraj Kochar, conceived Vdeal System with the purpose of integrating systems by prioritizing customer Value, tailoring Designs to their needs, Engineering innovative solutions, and Automating processes with a robust and Legitimate system. Hence, VDEAL Stands for "VVe Design Engineer Automate Legitimate System". Unveiling the meaning behind the acronym:

"Victory on creating Value for customer, Design by customer needs, Engineer to make it perfect, Automate to make process reliable, thus creating a Legitimate System."

Companys Approach to Develop the Products as per above:

We believe all equipment should have the capability to capture real-time data, analyze it, and automatically trigger preventive actions with minimal human intervention. And in the era of digital transformation, ensuring the safety and efficiency of electrical control panels is essential. We provide tailored solutions that cater to the unique requirements of our clientele ranging from automated micro-electronics assembly to precision component. Though our Company supply its products on pan India basis across all the states we have forged enduring partnerships with various esteemed entities, serving as a trusted supplier to top-branded companies across the nation. Our comprehensive solutions encompass everything from conceptualizing the design to engineering, product prototype development, and turnkey manufacturing. By leveraging our end-to-end capabilities, we empower our customers to realize substantial benefits, including cost savings, enhanced supply chain efficiency, and minimized inventory obsolescence.

We are committed to enhancing our proficiency in Smart Electrical Control Panels and Bus Conductors through automation and technological innovation.

Further, Our Company specializes is engaged in turnkey projects encompassing which involves supply, installation, erection, commissioning, and maintenance of electrical infrastructure up to 33 KV which includes, metering cubicles; H.T. Bus Ducts and technical Support.

With this wide range of product range, our Company is consistent in providing optimum and end to end solutions to our clients. Further, we are continuously working towards improvement and adoption of the best standards like IEC 61439 & smart technology like Iot. Our company continuously upgrade and add products to incorporate the latest advancements in automation & control system to reduce loss, improve the efficiency & safety and establish market place in order to edge over the competitors. We pave the way towards a future where electricity meets intelligence, and where every connection sparks progress.

Our Company has an experienced management team which is complemented by a highly skilled and committed workforce including, Mr. Dhiraj Kochar (our Promoter, CEO and Managing Director) and Mrs. Tapaswini Panda (Our Promoter, CFO and Whole time Director) amongst others who have contributed to the growth of our Company.

Our management team is experienced in the industry in which we are operating and has been responsible for the growth of our operations and financial performance over the years. In particular, we are guided by our Promoters Mr. Dhiraj Kochar and Mrs. T apaswini Panda who have more than two (2) decades of experience in the industry which gives us the flexibility to adapt to the needs of our client and the technical requirements of the various projects that we undertake and they have been instrumental in formulating business strategies, implementing growth strategies and making financial decisions making of the Company.

Our professionals are responsible for designing, developing, manufacturing and assembling of the products, Supply chain and procurement management, Research and development, Sales and Marketing, Customer Support, Quality Assurance and overall management and administration. Since our employees are integral to the growth of our Company, we are dedicated to provide continuous improvement and development of our workforce. We firmly believe in the importance of regularly offering training opportunities to our employees as a means of fostering their professional growth and enhancing their capabilities within our organization. For brief profile and experience of our Key Managerial Personnel please refer Chapter titled "Our Management" beginning on page 210 of this Prospectus.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies and Notes to accounts, "Note - 2" beginning under Chapter titled "Restated Financial Information" beginning on page 246 of this Prospectus.

KEY PERFORMANCE INDICATORS ("KPIs")

The KPIs disclosed below have been used historically by our Company to understand and analyse the business performance, which in result, help us in analysing the growth of various verticals.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilisation of the proceeds of the Fresh Offer as per the disclosure made in the Objects of the Offer Section, whichever is later or for such other duration as may be required under the SEBI ICDR Regulations.

KPI	Explanations
Revenue from Operations (Rs in Lakhs)	Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps assess the overall financial performance of our Company and Size of our business.
Revenue CAGR (%)	Revenue CAGR informs the management of compounded annual growth rate i.e. Rate at which Companys revenue are growing on annual basis.
Total Revenue (Rs in Lakhs)	Total Revenue is used to track the total revenue generated by the business including other income.
Operating EBITDA (Rs in Lakhs)	Operating EBITDA provides information regarding the operational efficiency of the business.
Operating EBITDA Margin (%)	Operating EBITDA Margin is an indicator of the operational profitability and financialperformance of our business.
EBITDA CAGR (%)	EBITDA CAGR means the compound annual growth rate in EBITDA during the Term determined
Profit After T ax for the year (Rs in L akhs)	Profit after tax provides information regarding the overall profitability of the business.
Net Profit Ratio/PAT Margin (%)	PAT Margin is an indicator of the overall profitability and financial performance of our business.
Return on Equity (ROE) (%)	RoE provides how efficiently our Company generates profits from shareholders funds.
Debt To Equity Ratio	Debt-to-equity (D/E) ratio is used to evaluate a companys financial leverage.
Debt Service Coverage Ratio	The debt service coverage ratio is a debt service and profitability ratio used to determine how easily a company can pay interest and principal on its outstanding debt.
Return on Capital Employed (ROCE) (%)	ROCE provides how efficiently our Company generates earnings from the capital employed in the business.
Current Ratio	It shows management how business can maximize the current assets on its Balance Sheet to satisfy its current debt and other payables.
Net Capital Turnover Ratio	This metric enables us to track the how effectively company is utilizing its working capital to generate revenue.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 08, 2024 and the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three years period prior to the date of filing of this Prospectus. Further, the KPIs herein have been certified by M/s. Agrawal Uma Shankar & Co, Chartered Accounts, by their certificate date July 08, 2024, who hold a valid certificate issued by the Peer Review Board of the ICAI. The Statutory Auditors certificate dated July 08, 2024 has been included in the Chapter titled ‘Material Contracts and Documents for Inspection beginning on page 405 of this Prospectus.

The KPIs disclosed below have been used historically by our Company to understand and analyze the operational and the financial performance, which in result, helps it in analyzing the growth of various verticals in comparison to its listed peers, and other relevant and material KPIs of the business of our Company that have a bearing on arriving at the Basis for Offer Price have been disclosed below.

The Applicants can refer to the below-mentioned Key Performance Indicators, being a combination of financial and operational Key Performance Indicators, to make an assessment of our Companys performances and make an informed decision.

Financial KPI of our Company-

(Amount In Lakhs except Percentages)

Metrix	As of and for the Fiscal
	2024	2023	2022
1 Revenue From Operation (Rs in Lakhs)	2,622.48	2,072.40	1,618.48
2 Revenue CAGR (%) from F.Y. 2022-2024	27.29%
3 Total revenue (Rs in Lakhs)	2,625.08	2075.41	1623.96
4 Operating EBITDA (Rs in Lakhs)	536.03	239.92	139.65
5 Operating EBITDA Margin (%)	20.44	11.58	8.63
6 EBITDA CAGR (%) from F.Y. 2022-2024	95.92%
7 Profit/(loss) after tax for the year (Rs in Lakhs)	311.38	110.09	23.10
8 Net profit Ratio / PAT Margin (%)	11.87%	5.31%	1.43%
9 Return on Equity (ROE) (%)	49.52%	32.21%	9.97%
10 Debt To Equity Ratio	1.49	1.82	2.76
11 Debt Service Coverage Ratio	1.58	0.75	0.77
12 Return on Capital Employed (%)	32.83%	23.14%	11.18%
13 Current Ratio	1.22	1.14	1.22
14 Net Capital Turnover Ratio	9.80	13.31	14.51

Notes:

a) As certified by Agrawal Uma Shankar & Co, Chartered Accountants pursuant to their certificate dated July 08, 2024 the Audit committee in its resolution dated July 08, 2024 has confirmed that the Company has notdisclosed any KPIs to any investors at any point of time during the three years preceding the date of this Prospectus other than as disclosed in this Section.

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

c) Revenue CAGR: The three-year compound annual growth rate in Revenue. [(Ending Value/Beginning Value) ^A (1/N)]-1

d) Operating EBITDA refers to earnings before interest, taxes, depreciation, amortisation, gain or loss from discontinued operations and exceptional items. Operating EBITDA excludes other income.

e) Operating EBITDA Margin refers to operating EBITDA during a given period as a percentage of revenue from operations during that period.

f) EBITDA CAGR: The three-year compound annual growth rate in EBITDA. [(Ending Value/Beginning Value) ^A (1/N)]-1.

g) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after taxes by our revenue from operations.

h) Return on equity (ROE) is equal to profit for the year divided by the total average equity during that period and is expressed as a percentage.

i) Debt to equity ratio is calculated by dividing the Total debt (i.e., Total borrowings) by total equity (Shareholders Fund).

j) Debt Service Coverage Ratio measures our ability to make interest payments from available earnings and is calculated by dividing EBITDA (Excluding Interest on Cash Credit) by Debt service (Principal + Interest).

k) RoCE (Return on Capital Employed) (%) is calculated as Earning Before Interest and Tax divided bytotal average equity plus non-current liabilities (i.e. Net worth + Total Debt+

Deferred Tax Liabilities).

l) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year) and is calculated by dividing the current assets by current liabilities.

m) Net Capital Turnover Ratio quantifies our effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our Average working capital (i.e., current assets less current liabilities)

Setforth the description of historic use of the KPIs by our Company to analyse, track or monitor the operational and/or financial performance of our Company.

For evaluation our business, we consider that the KPIs, as presented above, as additional measures to review and assess our financial and operating performance. These KPIs have limitations as analytical tools and presentation of these KPIs should not be considered in isolation or as a substitute for the Restated Consolidated Financial Information. Further, these KPIs may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it provides an additional tool for investors to use our operating results and trends and in comparing our financial results with other companies in our industry as it provides consistency and comparability with past financial performance.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

As per mutual discussion between the Board of the Company and LM, in opinion of the Board of the Company, there have not arisen any circumstances since the date of the last financial statements which materially and adversely affect or is likely to affect within the next twelve months except as follows:

• The Face value of Equity Shares of the Company have been Split from ^ 100/- each to Rs 10/- each vide a Special resolution passed at the Extra- Ordinary General Meeting held on November 20, 2023.

• The Company altered its Object Clause and Liability Clause of the Memorandum of Association and adoption of new set of Memorandum of Association as per the Companies Act, 2013 vide a Special Resolution passed at the ExtraOrdinary General Meeting held on November 20, 2023.

• The Authorized share capital of the Company has been increased from Rs 40,00,000 to Rs 6,00,00,000 by issue of 56,00,000 new Equity Shares of Rs10 each vide ordinary resolution passed at the Extra-Ordinary General Meeting held on December 15, 2023.

• The Board of Directors of our Company approved Bonus allotment of 29,78,600 equity shares in the Board Meeting held on December 16, 2023.

• Change in status of the Company from private limited to public limited vide special resolution passed at the ExtraOrdinary General Meeting held on January 16, 2024. Subsequently, the name of our Company was changed to "Vdeal System Limited" and a Fresh Certificate of Incorporation was issued on May 20, 2024 by the Registrar of Companies, Cuttack.

• The Company has adopted a new set of Articles of Association as per the Companies Act, 2013 vide a Special Resolution passed at the Extra-Ordinary General Meeting held on January 16, 2024.

• The Shareholders of our Company approved appointment of M/s Agarwal Uma Shankar and Co., Chartered Accountant as the Statutory Auditor of the Company in the Extra Ordinary General Meeting held on January 16, 2024.

• The Shareholders of our Company approved the re-appointment of Mr. Dhiraj Kochar as Managing Director and designated him the Chief Executive Officer (CEO) in the Extra-Ordinary General Meeting held on December 15, 2023.

• The Shareholders of our Company approved Change in Designation of Mrs. Tapaswini Panda as Whole-time Director and designated her as the Chief Financial Officer (CFO) in the Extra-Ordinary General Meeting held on December 15, 2023.

• The Board of Directors of our Company approved the appointment of Mr. Priyabrata Nayak as the Company Secretary & Compliance officer (CS) in the Board Meeting held on February 09, 2024.

• The Board of Directors of our Company approved appointment of Mr. Pashupati Nath Kundu, Mr. Shyamal Ghosh Roy and Mr. Pranay Agarwal as Additional Independent Director in the Board Meeting held on March 04, 2024.

• The Shareholders of our Company regularized the appointment of Mr. Pashupati Nath Kundu, Mr. Shyamal Ghosh Roy and Mr. Pranay Agarwal as an Independent Directors in the Extraordinary General Meeting held on March 28, 2024.

• The Board of Directors of our Company have approved raising of funds by way of Initial Public Offering vide its resolution dated May 20, 2024.

• The Shareholders of our Company have been authorised to raise the funds by way of Initial Public Offering vide special resolution passed at the Extra-Ordinary General Meeting held on May 20, 2024.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 40 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

General economic and business conditions in the markets in which we operate and in the local & regional economies

Changes in Industry Requirements;

New Innovation of our product portfolio, from time to time;

Changes in government policies resulting high taxes payable by us;

Changes in laws and regulations that apply to the industries in which we operate;

Impact of Russia-Ukraine War and Israel - Hamas War on our business and operations;

General economic, political, and other risks that are out of our control;

Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

Companys ability to successfully implement its growth strategy and expansion plans;

Occurrence of Environmental Problems & Uninsured Losses;

The performance of the financial markets in India and globally.

Performance of Companys competitors.

Our ability to maintain tie-ups or collaboration agreement with our partners;

Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues

Rapid Technological advancement and inability to keep pace with the change

Our ability to retain and hire key employees or maintain good relations with our workforce

Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues

Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition

Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the financial year ended on 31^st March, 2024, 31^st March, 2023 and 31^st March, 2022:

Result of Operation

(Am ount in lakhs unless oth erwise stated(

Particulars	March 31, 2024 Amount in Lakhs	% of Total Income	March 31, 2023 Amount in Lakhs	% of Total Income	March 31, 2022 Amount in Lakhs	% of Total Income
A INCOME
Revenue from Operations	2,622.48	99.90	2,072.40	99.86	1,618.48	99.66
Other Income	2.60	0.10	3.01	0.14	5.48	0.34
I TOTAL INCOME	2,625.08	100.00	2,075.41	100.00	1,623.96	100.00
B EXPENSES
Cost of Raw Materials consumed	1,904.45	72.55	1,644.51	79.24	1,365.64	84.09
Change in I nventories of Finished Goods & Work-	-221.68	-8.44	-115.70	-5.57	-147.51	-9.08
Employee Benefit Expenses	222.12	8.46	197.56	9.52	159.45	9.82
Finance Cost	109.62	4.18	83.35	4.02	74.63	4.60
Depreciation & Amortization Expenses	20.12	0.77	18.57	0.89	47.62	2.93
Other Expenses	164.10	6.25	98.34	4.74	92.92	5.72
II TOTAL EXPENSES	2,198.74	83.76	1,926.64	92.83	1,592.75	98.08
III PROFIT BEFORE EXCEPTIONAL AND	426.34		148.77		31.21	1.92
EXTRAORDINARY ITEMS AND TAX (I- II)		16.24		7.17
IV EXCEPTIONAL ITEM Profit / (Loss) on Sale of Assets Liabilty/Asset no longer required	-		-	-
V PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX (III-IV)	426.34	16.24	148.77	7.17	31.21	1.92
VI Extraordinary items Income/ (Expenses)	-		-
VII PROFIT BEFORE TAX(V-VI)	426.34	16.24	148.77	7.17	31.21	1.92
VIII TAX EXPENSE:
(1) Current tax
- Provision for Income Tax	114.78	4.37	33.32	1.61	9.16	0.56
(2) Deferred Tax
- Deferred Tax Liability Created/ (Reversal)	0.18	0.01	5.36	0.26	-1.05	-0.06
Total of Tax Expenses	114.97	4.38	38.68	1.86	8.12	0.50
IX PROFIT/(LOSS) FOR THE YEAR (VII-VIII)	311.38	11.86	110.09	5.30	23.10	1.42

Revenue from operations:

Our company is generating revenue by manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety

Other Income:

Our other income primarily consists of interest income.

Expense:

Companys expenses consist of Cost of Raw Materials Consumed, Change in Inventories of Finished Goods, Work-InProgress, Employee benefits expense, Finance Cost, Depreciation and Amortization Expenses and Other Expenses.

Cost of Raw Materials Consumed:

Cost of Raw Materials Consumed comprises of MS Sheet, GI Sheet, Copper Wires, Copper Bus Bars, Aluminum Bus Bars, Meters, Electrical switchgears like (Vacuum Circuit Breakers/ Air Circuit breaker/ MCCB/Contactors/APFC relay/ Overload relays etc), Variable Frequency Drive, Programable Logic Controllers, HMI - LCD display, Reactor, Thyristor, Automatic Power Factor Correction (APFC) relay, Protection relay, Off load isolator, Transformers, Current Transformers, Power Transformer, Structured Powder etc.

Changes in inventories of finished goods & Work-In-Progress

Changes in Inventories of finished goods and Work-In-Progress i.e. difference between opening stock, closing stock of Finished Goods & Work-In-Progress.

Employee benefits expense:

Our Employee Benefits Expense primarily comprises of Salaries & wages, Bonus, Remuneration to directors, and Staff welfare expenses etc.

Finance Costs:

Our finance cost includes Interest on Term loan, Interest on Cash Credit, Interest on Other loan and Processing Fees on Loan & Other charges etc.

Depreciation and Amortization Expenses

Depreciation includes depreciation on Factory Buildings, Plant & Machinery, Electrical Equipment, Computers, Motor Car, Furniture & Fixtures and software etc.

Other Expenses:

Our Other Expenses consists of Production Expenses and Administrative Expenses which further consist of Fabrication Charges, Carriage Inward, Wiring charges, Business Promotion Expenses, Consultancy Fees, Electricity Charges, Carriage Outward Charges, Filing Fees, General Expenses, Repair & Maintenance, Travelling & Conveyance , Registration and Renewal Fees, Entertainment Expenses, Training and Education fees, Insurance Charges, Security Service Charges, Factory Building Maintenance Charges and Vehicle Running &Maintenance Charges etc.

Summary of major items of Income and Expenditure:

Revenue From Operations: - Our revenue from operations is derived by manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Notably, a substantial proportion of our revenue results from the sale of our key products i.e. electrical control panel, constituting 99.66%, 99.86% and 99.90% of total revenue during the financial years ending 2021-22, 2022-23 and 2023-24 respectively.

REVENUE FROM OPERATIONS AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Gross Sale of Products	3,092.21	2,438.06	1,900.16
Less- GST	(469.73)	(365.65)	(281.68)
Net Revenue from operations	2,622.48	2,072.40	1,618.48
Trading Sales	1,064.66	848.20	805.23
Manufacturing sales	1,557.83	1,224.20	813.25
Total of Revenue from Operations	2,622.48	2,072.40	1,618.48

Other Income: - The detailed breakup of other income is presented for the specified period as follows:

OTHER INCOME AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Interest Income	2.60	3.01	5.48
Total of Other Income	2.60	3.01	5.48

Total Expenses: - Our total expenses encompass the following -

(i) Cost of Raw Materials Consumed,

(ii)Change in Inventories of Finished Goods and Work-In-Progress,

(iii) Employee benefits expense,

(iv) Finance Charges,

(v) Depreciation and Amortization Expenses and

(vi) Other Expenses.

Cost of Raw material consumed: - The subsequent table sets forth a breakdown of our cost of materials consumed for the periods indicated:

COST OF RAW MATERIAL CONSUMED AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Purchase of Raw Material	1,904.45	1,644.51	1,365.64
Total of Raw Materials Consumed	1,904.45	1,644.51	1,365.64

Changes in Inventories of Finished Goods & Work-In-Progress: - The following table sets forth a breakdown of changes in inventories of Finished Goods and Work in Progress for the periods indicated:

CHANGE IN INVENTORIES OF FINISHED GOODS & WORK-IN-PROGRESS AS RESTATED	March 31, 2024 Amount in Lakhs	March 31, 2023 Amount in Lakhs	March 31, 2022 Amount in Lakhs
Inventories at the End of the year
(Valued at lower of Cost or Net Realizable Value)
Work in Progress	800.09	555.57	444.45
Finished Goods	-	22.84	18.27
	800.09	578.42	462.72
Inventories at the beginning of the year
Work in Progress	555.57	444.45	302.76
Finished Goods	22.84	18.27	12.45
	578.42	462.72	315.21
Change in Inventories of Finished Goods & Work-in-Progress	(221.68)	(115.70)	(147.51)

Employee Benefit Expenses: - The following table sets forth a breakdown of our employee benefits expense for the periods indicated:

EMPLOYEE BENEFITS EXPENSES AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Salaries & Wages	169.31	146.69	120.49
Bonus	8.55	11.71	1.84
Director Remuneration	42.50	37.43	35.80
Staff Welfare	1.76	1.73	1.31
Total of Employee Benefits Expenses	222.12	197.56	159.45

Finance Costs: - Bifurcation of finance costs is described below:

FINANCE COST AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Interest on Term Loan	18.08	17.18	8.07
Interest on Cash Credit	34.41	30.15	28.21
Interest on other Loan	39.68	28.26	30.02
Processing fees on Loan & Other Charges	17.46	7.76	8.33
Total of Finance Cost	109.62	83.35	74.63

Depreciation and Amortization Expenses: - The segregation of depreciation and amortization expenses is described as follows:

DEPRECIATION & AMORTIZATION EXPENSES AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Depreciation	20.12	18.57	47.62
Total of Depreciation	20.12	18.57	47.62

Other expenses: - The following table sets forth a breakdown of our other expenses for the periods Indicated:

OTHER EXPENSES AS RESTATED	March 31, 2024	March 31, 2023	March 31, 2022
	Amount in Lakhs	Amount in Lakhs	Amount in Lakhs
Production Expenses
Loading and Unloading Charges	2.29	0.11	0.39
Fabrication Charges	5.39	-	2.39
Carriage Inward	10.79	10.82	9.67
Store & Spare Consumed	0.40	-	2.05
Generator Running & Maintenance.expenses	0.56	0.75	0.66
Wiring Charges	6.10	-	2.06
Factory Rent	-	0.53	-
Testing Fees	0.24	4.18	-
Total of Production Expenses (A)	25.76	16.38	17.23
Administrative Expenses
Business Promotion Expenses	13.15	4.37	9.50
Consultancy Fees	17.82	2.55	6.38
Electricity Charges	5.57	6.08	3.58
Carriage Outward charges	10.44	14.85	10.10
Auditors Remuneration (Refer Note 23B(i))	3.00	0.80	0.75
Filing Fees	8.21	0.33	0.28
General Expenses	6.01	3.12	4.43
Rates and Taxes	1.56	0.45	0.68
Internet Charges	0.42	0.47	0.87
Legal Expenses	0.83	3.44	1.14
Repair & Maintenance	7.38	0.67	0.31
Postage & Courier Charges	0.33	0.44	0.38
Telephone Charges	0.53	0.50	0.65
Printing & Stationery	0.68	5.14	3.01
Travelling & Conveyance	12.74	3.38	4.32
Registration & Renewal Fees	6.73	0.27	0.03
Donation & Subscription	0.12	0.44	0.55
Office Rent	-	0.53	1.07
Entertainment Exp	1.77	0.08	0.02
Books & Periodicals	-	0.00	2.21
Late Delivery Charges	1.77	10.49	7.63
Training and education fees	16.63	0.31	1.49
Advertisemnet & Publicity Charges	0.12	3.14	-
Bad Debt	-	4.18	4.44
Insurance charges	6.71	2.28	0.42
Security Service Charges	3.12	10.37	8.66
Factory Building Maintenance Charges	8.82	3.30	2.80
Vehicle Running & Maintenance Charges	3.87	-	-
Total of Administrative Expenses (B)	138.34	81.96	75.69
Total of Other Expenses (A+B)	164.10	98.34	92.92
Additional Information:
Payment to Auditors
Statutory Audit Fees	2.40	0.50	0.47
Tax Audit Fees	0.60	0.30	0.28
Total	3.00	0.80	0.75

Details of Financial Year 2023-24 compared to Financial Year 2022-23 (Based on Restated Financial Statements)

Total Income: -Total Income for the Financial Year 2023-24 stood at Rs 2,625.08 Lakhs whereas the same stood at Rs. 2,075.41 Lakhs in financial year 2022-23, representing an increase of 26.48%. This significant growth is mainly attributable to increase in sales of the company which is mainly on account of companys focus on growth in production and sale of its key product i.e. Smart Electrical Control Panels and Automation Panels.

Revenue from Operations: -Revenue from Operation for Financial Year 2023-24 stood at Rs 2,622.48 Lakhs as against Rs 2,072.40 Lakhs in financial year 2022-23 representing an increase of 26.54%. The same is mainly due to increase in revenue from operation from manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. It is also analyzed that total revenue from operation to total income constitute 99.86% in financial year 2022-23 in comparison to 99.90.% in financial year 202324 which is mainly on account of companys focus on growth in production and sale of its key product i.e. Smart Electrical Control Panels and Automation Panels.

(Amount Rs. In Lakhs except Percentage)

REVENUE FROM OPERATIONS AS RESTATED	31.03.2024	% of Total	31.03.2023	% of Total Income
	Amount in Lakhs	Income	Amount in Lakhs
Gross Sale of Products	3,092.21	117.79	2,438.06	117.47
Less- GST	(469.73)	(17.89)	(365.65)	(17.62)
Net Revenue from operations	2,622.48	99.90	2,072.40	99.86
TOTAL INCOME	2,625.08	100	2075.41	100

Other Income: - The Other income for financial year 2023-24 was Rs 2.60 Lakhs compared to Rs 3.01 Lakhs in financial Year 2022-23 representing a decline of 13.59%. This decline is primarily attributable to the reduction in revenue from interest income during the financial year 2023-24, by Rs 0.41 lakhs.

Total Expenses: -Total Expense for Financial Year 2023-24 stood at Rs 2,198.73 Lakhs whereas the same stood at Rs. 1,926.64 Lakhs in financial year 2022-23, representing a significant increase of 14.12%. It has been analyzed that total expenses in proportion to total revenue constitute 83.76% in financial year 2023-24 in comparison to 92.83% in financial year 2022-23, which represent a decline by 9.07%. An improvement in operating managerial efficiency has been seen in current year resulting in lower expense-to-income ratio in financial year 2023-24, despite significant growth in both income and expenses.

Cost of Raw Materials Consumed: -Cost of Material Consumed for Financial Year 2023-24 stood at Rs 1,904.45 Lakhs, whereas the same stood at Rs 1,644.51 Lakhs in financial year 2022-23, representing an increase of 15.81%. This is due to the company experiencing a notable expansion in production during the Financial Year 2023-24, with higher production levels, the demand for raw materials, components, and supplies also increased, leading to a surge in the Cost of Material Consumed. It represents 72.55% of total income in the Financial Year 2023-24 whereas in financial year 2022-23 it comprises 79.24% of total income, this represents decrease from previous year as compared to total income which resulted increase in Profit after Tax during the year.

Particulars	March 31, 2024	% of Total Income	March 31, 2023	% of Total Income
	Amount in Lakhs		Amount in Lakhs
Purchase of Raw Material	1,904.45	72.55	1,644.51	79.24
Total of Raw Materials Consumed	1,904.45	72.55	1,644.51	79.24
Total Income	2,625.08	100.00	2,075.41	100.00

Changes in Inventories of Finished Goods and Work-In-Progress: - Changes in Inventory of Finished Goods and Work-In-Progress (WIP) reflect a decrease from Rs (115.70) Lakhs in financial year 2022-23 to Rs. (221.68) lakhs in financial year 2023-24. This represents a decrease of 91.60% from previous year. The shift in inventory levels is mainly due to several factors, including the increased production and other variable factors leading to increase in inventory levels at the end of financial year 2023-24. In the financial year 2023-24, this change represented (8.44%) of the total income. This reflects a decrease from the previous financial year, 2022-23, where it comprised (5.57%) of the total income.

Employee benefits expense: -Employee Benefit Expense for Financial Year 2023-24 stood at Rs 222.12 Lakhs marks a noteworthy increase when compared to the preceding financial year 2022-23, where the expense was recorded at Rs 197.56 Lakhs. This represents a substantial increase of 12.43%. The growth in employee benefit expenses is due to routine annual salary increments, overtime charges associated with increased production, and the recruitment of new employees. It represents 8.46% of Total Income in the Financial Year 2023-24 whereas in financial year 2022-23 it contributes 9.52% of Total income.

Finance Cost: - Finance Cost for Financial Year 2023-24 stood at Rs 109.62 Lakhs marks an increase compared to the preceding financial year, 2022-23, where the cost was reported at Rs 83.35 Lakhs. This represents an increase of 31.51% which can be attributed to increase in interest expenses and bank charges. When assessing the proportion of finance costs in relation to the total income, it is observed that in the financial year 2023-24, these costs constituted 4.18% of the total income. This is an increase from the previous financial year, 2022-23, where they contributed 4.02% of the total income. This reduction in the finance cost indicates a more efficient management of finance costs in comparison to total income.

Depreciation and Amortization Expenses:- Depreciation & Amortization expenses for Financial Year 2023-24 stood at Rs 20.12 Lakhs whereas the same stood at Rs 18.57 Lakhs in financial year 2022-23, representing an increase of 8.33% compared to previous year, this is due to purchase of Electrical Equipment, Furniture & Fixture, Computer , Franchise Fees and Car by the company. It has been observed that in financial year 2023-24 depreciation and amortization represent 0.77% of total income whereas in financial year 2022-23 it contributes 0.89% of total income which represent decrease in depreciation expenses in respect of total income.

Other Expenses:-Other Expense for Financial Year 2023-24 stood at Rs. 164.10 Lakhs reflects an increase compared to the Financial Year 2022-23, where the expenses stood at Rs. 98.34 Lakhs. This represents an increment of 66.87%. The increase in other expenses is primarily due to an upsurge in costs related to production which encompass fabrication charges, loading and unloading charges, wiring charges and administrative charges which includes Business Promotion Expenses, Consultancy Fees, Filing Fees, General Expenses, Travelling & Conveyance, Training and Education fees, Insurance Charges and Factory Building Maintenance Charges, etc. It has been analyzed that proportion of other expenses with the total income, it constitutes 6.25% in the financial year 2023-24, whereas in financial year 2022-23, they contribute 4.74% of total income.

Particulars	March 31, 2024	March 31, 2023	Variance	% of Variance	Reasons
Production Expenses
Fabrication Charges	5.39		5.39	100.00	Majorly due to increase in Fabrication Charges, Wiring charges and Loading and unloading Charges which is used in and for the purpose of manufacturing
Wiring Charges	6.10		6.10	100.00
Loading and Unloading Charges	2.29	0.11	2.18	2009.32
Administrative Expenses
Business Promotion Expenses	13.15	4.37	8.78	201.14	Business Promotion Expenses increases because of taking various busniess promotion related consultancy service
Consultancy Fees	17.82	2.55	15.27	598.82	Consultancy fee incraeses because of taking various busniess rpromotion related consultancy service
Filing Fees	8.21	0.33	7.89	2411.58	Filing fees increases beacause of filing of ROC Form SH-7, where Form filing Fees is RS- 5,42,021 inclueded with additional filing fees
General Expenses	6.01	3.12	2.89	92.80	Incures for Business related activity
Repair & Maintenance	7.38	0.67	6.71	1002.62	Incures for Business related activity
Travelling & Conveyance	12.74	3.38	9.35	276.50	Travelling & Conveyance increases because of taking various busniess promotion related consultancy service
Registration & Renewal Fees	6.73	0.27	6.46	2438.20	Incures for Business related activity
Training and education fees	16.63	0.31	16.32	5279.92	Consultancy fee increases because of taking various busniess promotion and development related consultancy service
Factory Building Maintenance Cl	8.82	3.30	5.52	167. 16	Incures for Business related activity

Restated Profit before Exceptional Items, Extraordinary Item & Tax: -Restated Profit before Exceptional Items, Extraordinary Item & Tax was Rs 426.34 Lakhs in Financial Year 2023-24 as compared to Rs 148.77 Lakhs in financial year 2022-23. This increase is mainly due to the improvement in the companys financial performance during the financial year 2023-24. Inspite of increase in total income of the company, the total expenses of the company have not increased drastically in financial year 2023-24. When analyzing the Restated Profit before Exceptional Items, Extraordinary Item & Tax in proportion to the total income, it is observed that in the financial year 2023-24, this profit represented 16.24% of the total income. Whereas in financial year 2022-23, this contributes 7.17% of total income.

Profit after Tax: - The Company had reported net profit after tax of Rs 311.38 lakhs, in financial year 2023-24, which marks a substantial increase when compared to the preceding financial year, 2022-23, where the PAT was Rs 110.09 lakhs. There is an increase in PAT by 182.83% which is mainly due to an increase in revenue from operation and increase in revenue from our Manufactured product in the financial year 2023-24. When analyzing the Restated Profit After Tax (PAT) in proportion to the total income, it is observed that in the financial year 2023-24 PAT represented 11.86% of the total income. Whereas in financial year 2022-23, PAT contributes 5.30% of total income. There is a significant improvement in managerial efficiency of the company in the sense that the total expenses to total income ratio in financial year 2023-24 was 83.76% whereas in Financial year 2022-23, the ratio was 92.83%.

The detailed reason for increase in PAT Margin are:

1. Decrease in production cost and total expenses from previous year:

During the year ended March 31, 2023, the cost of production as compared to total revenue has decreased. In the previous year March 31, 2023, total expenses amounted Rs. 1,926.64 lakhs incurred which is 92.83% of the total income, indicating a high proportion of costs relative to income. However, in the current financial year ended March 31, 2024, this ratio has improved, with production costs amounting Rs. 2,198.74 lakhs and the same is 83.76% of total income. This reduction in cost in compared to total income had a positive impact on Profit After Tax (PAT), which has resulted in such increase. This improvement reflects efficient cost management strategies implemented by the company. The decrease in production costs signifies potential operational efficiencies implemented by the company, breakup of which has been provided as under:

Particulars	Absolute Figures (Amount Rs. In Lakhs)		% on Total Income
	March 31, 2024	March 31, 2023	March 31, 2024	March 31,2023
Total Income	2,625.08	2,075.41	100.00	100.00
Expenses
Cost of Raw Material Consumed	1904.45	1,644.51	72.55	79.24
Change in Inventories of Finished Goods & Work-InProgress	(221.68)	(115.70)	(8.44)	(5.57)
Employee Benefit Expenses	222.12	197.56	8.46	9.52
Finance Cost	109.62	83.35	4.18	4.02
Depreciation & Amortization Expenses	20.12	18.57	0.77	0.89
Other Expenses	164.10	98.34	6.25	4.74
Total Expenses	1,198.44	1,926.64	83.76	92.83

2. Increase in production quantity:

Focusing on higher-margin products and optimizing pricing has directly improved gross profit margins of the Company. During the financial year ended March 31, 2024 the company has increased production which has impacted in Inventories of finished goods and Work in progress of the company. During the previous year March 31, 2023 changes in inventories of finished goods and WIP of the company was Rs. (115.70) lakhs which was (5.57%) of total income of the company, whereas in current financial year ended March 31, 2024 changes in inventories of finished goods and WIP is Rs. (221.68) lakhs which is (8.44%) of total income. The aggregate impact of the changes in inventories has reduced the cost and hence PAT of the company has increased by 11.86% during the financial year ended March 31, 2024. This increase in production quantity is majorly due to following reasons:

a) Increase in sale of high margin product and product mix:

During the financial year ended March 31, 2023, the Company has manufactured and sold the products at high margins to few of its new customers throughout the year. Further, Company has added new product in Manufacturing segment i.e., Bus duct to its portfolio in the Previous year which is having high margin.

b) Increase in Product price:

The increase in product prices during the financial year March 31, 2024, combined with inventory acquired earlier at lower prices, contributed to a rise in the companys PAT margin. This allowed the company to capitalize on the heightened market value. The strategic timing of sales at increased prices increases the revenue generated from existing inventory, which impacting the PAT positively during the financial year ended March 31, 2024.

c) Negotiation with OEMs and higher incentives when deal for high order size.

Company has established direct partnerships with leading OEMs, enabling them to benefit from substantial discounts on raw material purchases, especially for large orders. As the procurement volumes increases, there is a corresponding increase in incentives from both OEMs. Furthermore, rates from these OEMs tend to improve over time, reflecting the strength and longevity of the business relationships.

d) Less Competition in large-value order delivery:

Reduced competition in delivering large-value orders allows our company to leverage pricing power, operational efficiencies, economies of scale, and enhanced customer relationships to improve PAT margins.

It underscores the importance of strategic positioning, differentiation, and customer-centric approaches in achieving sustained profitability.

3. Proper utilization of resources:

Employee benefit expenses of the company during the previous year March 31, 2023 was Rs. 197.56 lakhs which is 9.52% of total income. Whereas the expenses for the employees benefit for the current financial year is Rs. 222.12 lakhs and the same is 8.46% of total income. Despite the revenue changes during the year consistency in salary expenses from the previous year has not changed significantly, this shows the efficiency of the staff improved during the financial year March 31, 2024. This is resulted from training initiatives, organizational restructuring and proper leadership of promoter which ultimately leading to higher output with the same level of expenditure.

4. Economies of scale:

In addition to focusing on lowering direct costs through discounts, we have also implemented cost reduction measures aimed at reducing non-operating expenses like depreciation, amortization, etc. This strategic reduction in non-operating expenses compared to previous years has contributed significantly to enhancing the companys bottom line.

Details of Financial Year 2022-23 compared to Financial Year 2021-22 (Based on Restated Financial Statements)

Total Income: -Total Income for the Financial Year 2022-23 stood at Rs 2,075.41 Lakhs whereas the same stood at Rs. 1,623.96 Lakhs in financial year 2021-22, representing an increase of 27.80%. The same is mainly due to increase in revenue from operation and increase in the volume of business operations of the company.

Revenue from Operations: -Revenue from Operation for Financial Year 2022-23 stood at Rs 2,072.40 Lakhs as against Rs 1,618.48 Lakhs in financial year 2021-22 representing an increase of 28.05%. The same is mainly due to increase in revenue from operation from manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. It is also analysed that total revenue from operation to total income constitute 99.86% in financial year 2022-23 in comparison to 99.66% in financial year 2021-22 this increase from last year shows that company focus on growth in production and sale of its key product i.e. Smart Electrical Control Panel.

(Amount Rs. In Lakhs except Percentage)

Particulars	March 31, 2023	% of Income	March 31, 2022	% of Income
Gross Sale of Products	2,438.06	117.47	1,900.16	117.01
Less- GST	(365.65)	(17.62)	(281.68)	(17.35)
Net Revenue from operations	2,072.40	99.86	1,618.48	99.66
Total Income	2,075.41	100.00	1,623.96	100.00

Other Income: - The other income for the financial year 2022-23 amounted to Rs 3.01 Lakhs, as opposed to Rs 5.48 Lakhs in the financial year 2021-22, indicating a decrease of 45.07%. This decline primarily attributes to the reduction in revenue from interest income during the financial year 2022-23, amounting to Rs 2.47 Lakhs.

Total Expenses: -Total Expense for Financial Year 2022-23 stood at Rs 1,926.64 Lakhs whereas the same stood at Rs. 1,592.75 Lakhs in financial year 2021-22, representing a significant increase of 20.96%. It has been analyzed that total expenses in proportion to total revenue constitute 92.83% in financial year 2022-23 in comparison to 98.08% in financial year 2021-22, which represent a decline by 5.25%. This change indicates a certain level of efficiency in managing expenses proportion to the increased income and Profit after Tax, as the company has been able to maintain a lower expense-to-income ratio, despite the significant growth in both income and expenses.

Cost of Materials Consumed: -Cost of Material Consumed for Financial Year 2022-23 stood at Rs 1,644.51 Lakhs, whereas the same stood at Rs 1,365.64 Lakhs in financial year 2021-22, representing an increase of 20.42%. The increase in the cost of materials consumed attributing to various factors, like the rise in production levels and other variable factors within our manufacturing unit. The elevation in the cost of materials consumed is a direct result of increased production demands, which necessitate the procurement of raw materials, components, and supplies. Furthermore, the influence of variable factors within the manufacturing unit, such as changes in commodity prices, contributes to fluctuations in material costs. It represents 79.24% of total income in the Financial Year 2022-23 whereas in financial year 2021-22 it comprises 84.09% of total income, this represents decrease from previous year as compared to total income which resulted increase in Profit after T ax during the year.

Particulars	March 31, 2023	% of T otal Income	March 31, 2022	% of Total Income
Cost of Raw Materials consumed	1,644.51	79.24	1,365.64	84.09
TOTAL INCOME	2,075.41	100.00	1,623.96	100.00

Changes in Inventories of Finished Goods and Work-In-Progress:- Changes in Inventory of Finished Goods and Work-In-Progress (WIP) for Financial Year 2022-23 reflect a decrease of Rs (115.70) Lakhs, marking a substantial change from the previous financial year 2021-22, where the change was reported at Rs (147.51) Lakhs. This represents a decrease of 21.57% from previous year. The shift in inventory levels is mainly due to several factors, including the increased production and other variable factors and utilizing inventory of earlier year for production purpose. In the financial year 2022-23, this change represented (5.57%) of the total income. This reflects a decline from the previous financial year, 2021-22, where it comprised (9.08%) of the total income.

Employee benefits expense: -Employee Benefit Expense for Financial Year 2022-23 stood at Rs 197.56 Lakhs marking a noteworthy increase when compared to the preceding financial year, 2021-22, where the expense was recorded at Rs 159.45 Lakhs. This represents a substantial increase of 23.90%. The growth in employee benefit expenses is due to, including the routine annual salary increments, overtime charges associated with increased production, and the recruitment of new employees based on the requirement. It represents 9.52% of Total Income in the Financial Year 202223 whereas in financial year 2021-22 it contributes 9.82% of Total income.

Finance Cost: - Finance Cost for Financial Year 2022-23 stood at Rs 83.35 Lakhs marking an increase compared to the preceding financial year, 2021-22, where the cost was reported at Rs 74.63 Lakhs. This represents an increase of 11.69%. The rise in finance costs can be attributed to decrease in interest expenses which are set off by increase in other borrowing costs, which include bank charges. When assessing the proportion of finance costs in relation to the total income, it is observed that in the financial year 2022-23, these costs constituted 4.02% of the total income. This is a decrease from the previous financial year, 2021-22, where they contributed 4.60% of the total income. This reduction in the finance cost indicates a more efficient management of finance costs in comparison to total income.

Depreciation and Amortization Expenses: -Depreciation & Amortization expenses for Financial Year 2022-23 stood at Rs 18.57 Lakhs, reflecting a significant decrease when compared to the previous financial year, 2021-22, where the expenses were reported at Rs 47.62 Lakhs. This represents a notable decrease of 61%. The reason of decrease in depreciation and amortization expenses can be primarily be due to change in accounting policies from WDV to SLM in year 2022-23 for better presentation of Financial Affairs of the company which would increase the profit of the company by Rs. 25.06 lakhs during the year. Depreciation provided is based on using life of the assets as prescribed in Schedule II of the Companies Act 2013. However, it has been observed that in the financial year 2022-23, depreciation and amortization expense represented 0.89% of the total income. While there is a reduction from the previous financial year, 2021-22, where they contributed 2.93% of the total income.

Other Expenses: -Other Expense for Financial Year 2022-23 stood at Rs. 98.34 Lakhs reflecting an increase when compared to the previous financial year, 2021-22, where the expenses were reported at Rs.92.92 Lakhs. This represents an exceptional increase of 5.83%. The increase in other expenses is primarily due to an upsurge in costs related to several crucial operational areas, which encompass, Fabrication charges, Carriage Inward, Wiring charges, Business Promotion Expenses, Consultancy Fees, Electricity Charges, , Carriage Outward Charges, Filing Fees, General Expenses, Repair & Maintenance, Travelling & Conveyance, Registration & Renewal Fees, Entertainment Expenses, Training and Education fees, Insurance Charges, Security Service Charges, Factory Building Maintenance Charges and Vehicle Running & Maintenance Charges etc.

These expenses reflect a comprehensive spectrum of costs associated with the companys operations and business activities. It has been analyzed that other expenses in proportion to total revenue constitute 4.74% in financial year 202223 in comparison to 5.72% in financial year 2021-22 this represents decline in current year as a result profitability of current year increases.

(Amount Rs. In Lakhs except Percentage)

Particular	March 31,2023	March 31,2022	Variance	% of Variance	Reasons
Fabrication Charges	-	2.39	-2.39	-100.00	Majorly due to decrease in Fabrication Charges, store & Spare consumed wiring charges and increase in testing Fees
Store & Spare Consumed	-	2.05	-2.05	-100.00
Wiring Charges	-	2.06	-2.06	-100.00
Testing Fees	4.18	0.00	4.18	0.00
Business Promotion Expenses	4.37	9.50	-5.13	-54.01	Majorily due to decrease in business promotion expenses.Consulting fees,late delivery fees and increase in electricity charges carriage outward charges repair and maintenance travelling & conveyance and bad debt
Consultancy Fees	2.55	6.38	-3.83	-60.03
Electricity Charges	6.08	3.58	2.50	69.78
Carriage Outward charges	14.85	10.10	4.76	47.11
Repair & Maintenance	3.44	1.14	2.30	202.78
Travelling & Conveyance	5.14	3.01	2.13	70.83
Late Delivery Charges	0.00	2.21	-2.20	-99.83
Training and education fees	10.49	7.63	2.86	37.55
Bad Debt	3.14	-	3.14	0.00

Restated Profit before Exceptional Items, Extraordinary Item & Tax: - Restated Profit before Exceptional Items, Extraordinary Item & Tax for the financial year 2022-23 amounted to Rs 148.77 Lakhs which represents a substantial increase of 376.67% from the preceding financial year 2021-22, where the profit stood at Rs 31.21 Lakhs. This remarkable increase underscores the significant improvement in the companys financial performance during the financial year 202223. It has been analyzed that Profit before exceptional Items, Extraordinary Item & Tax in proportion to total revenue constitute 7.17% in financial year 2022-23 in comparison to 1.92% in financial year 2021 -22.

Profit after Tax: -The Company had reported net profit after tax of Rs 110.09 Lakhs, in financial year 2022-23, which marks a substantial increase when compared to the preceding financial year, 2021-22, where the PAT was Rs 23.10 Lakhs. There is an increase in PAT by 376.58% which is mainly due to (a) Increase in revenue from operations stemming from our manufactured products; (b) Decrease in raw material consumption, optimizing resource utilization and cost-efficiency; (c) Reduction in changes in inventory, indicating improved inventory management practices; (d) Adjustments in the method of depreciation, potentially resulting in more favorable financial outcomes; (e) Decrease in other expenses, suggesting tightened cost controls and enhanced operational efficiency, Collectively, these factors have contributed to the notable growth in PAT, reflecting positively on the companys financial performance during the financial year 2022-23.When analyzing the proportion of Restated Profit After Tax (PAT) with the total income, it is observed that in the financial year 2022-23, PAT represented 5.30% of the total income. Whereas in financial year 2021-22, PAT contributes 1.42% of total income.

LIQUIDITY AND CAPITAL RESOURCES:

We have been able to finance our capital requirements and the expansion of our business and operations through a combination of funds generated from our operations, equity infusions from shareholders and debt financing, and we expect to continue to do so. Our primary capital requirements are for working capital for our operations and general corporate purpose.

We believe that after taking into account the expected cash to be generated from our business and operations, the Net Proceeds from the Fresh Issue and the proceeds from our existing bank loans, we will have sufficient capital to meet our anticipated requirements for our working capital requirements, repayment of loan and general corporate purpose followingthe date of this Prospectus. For the Financial year ended on March 31,2024, March 31, 2023 and March 31,2022, we had cash and cash equivalents (comprising of cash on hand and balances with banks) of Rs. 33.09 Lakhs, Rs.37.07 Lakhs and Rs.27.64 respectively as per our Restated Financial Statements.

The table below summaries our cash flows from our Restated Financial Information for the financial year ended on March 31, 2024, March 31, 2023 and March 31,2022.

(Figures Rs. In Lakhs)

Particulars	For the year ended	For the year ended	For the year ended
	March 31, 2024	March 31, 2023	March 31, 2022
Net cash from operating activities	134.61	111.98	(12.33)
Net Cash flows from investing activities	(363.08)	(8.47)	(10.55)
Net cash flow used in financing activities	224.49	(94.08)	(53.10)
Net increase in cash and cash equivalents	(3.98)	9.43	(75.98)
Cash and cash equivalents at the beginning of the year	37.07	27.64	103.62
Cash and cash equivalents at the end of the year	33.09	37.07	27.64

Operating Activities:

FY 2023-24

Our net cash generated from operating activities was Rs. 176.78 Lakhs for the year ended on March 31, 2024. Our operating profit before working capital changes was Rs. 536.03 Lakhs which was primarily adjusted for changes in working capital comprising of Trade Payables of Rs. 441.10 Lakhs, other current liabilities of Rs. 60.13 Lakhs, inventories of Rs. (221.68) Lakhs, Trade Receivables of Rs. (656.71) Lakhs, Short Term Loan and Advances Rs. 17.92 Lakhs.

FY 2022-23

Our net cash generated from operating activities was Rs. 111.98 Lakhs for the year ended on March 31, 2023. Our operating profit before working capital changes was Rs. 239.93 Lakhs which was primarily adjusted for changes in working capital comprising of Trade Payables of Rs.249.32 Lakhs, other current liabilities of Rs. 9.78 Lakhs, inventories of Rs. (115.70) Lakhs, Trade Receivables of Rs. (261.18) Lakhs, Short Term Loan and Advances Rs. (4.34) Lakhs.

FY 2021-22

Our net cash generated from operating activities was Rs. (12.33) Lakhs for the year ended on March 31, 2022. Our operating profit before working capital changes was Rs. 139.64 Lakhs which was primarily adjusted for changes in working capital comprising of Trade Payables of Rs. (40.67) Lakhs, other current liabilities of Rs. (17.60) Lakhs, inventories of Rs. (147.51) Lakhs, Trade Receivables of Rs. 25.35 Lakhs, Short Term Loan and Advances Rs. 30.99 Lakhs.

Investing Activities FY 2023-24

Net cash used in investing activities was Rs. (363.08) Lakhs for the year ended on March 31, 2024.This was primarily on account of interest received amounting to Rs. 2.60 Lakhs, purchase of Property, Plant & Equipment amounting to Rs. (32.07) Lakhs and Increase in other non-current assets of Rs (333.60) lakhs.

FY 2022-23

Net cash used in investing activities was Rs. (8.47) Lakhs for the year ended on March 31, 2023. This was primarily on account of interest received amounting to Rs. 3.01 Lakhs, purchase of Property, Plant & Equipment amounting to Rs. (11.76) Lakhs and Decrease in other non-current assets of Rs 0.29 lakhs.

FY 2021-22

Net cash flow from investing activities was Rs. (10.55) Lakhs for the year ended on March 31, 2022.This was primarily on account of interest received amounting to Rs. 5.48 Lakhs, purchase of Property, Plant & Equipment amounting to Rs. (15.79) Lakhs and Increase in other non-current assets of Rs (0.25) lakhs.

Financing Activities FY 2023-24

Net cash flow from financing activities for the year ended on March 31, 2024 was Rs. 224.49 Lakhs. This was primarily on account of proceeds from Long-Term Borrowing of Rs. 258.91 Lakhs, Interest paid of Rs. (92.16) lakhs and Increase in Short-Term Borrowings of Rs. 57.73 Lakhs.

FY 2022-23

Net cash utilized for financing activities for the year ended on March 31,2023 was Rs (94.08) Lakhs. This was primarily on account of repayment of Long-Term Borrowing of Rs. (105.29) Lakhs, Interest paid of Rs. (75.59) Lakhs and increase in Short-Term Borrowings of Rs. 86.80 Lakhs.

FY 2021-22

Net cash utilized for financing activities for the year ended on March 31, 2022 was Rs. (53.10) Lakhs. This was primarily on account of proceed from Long-Term Borrowing of Rs 35.96 Lakhs, Interest paid of Rs. (66.30) Lakhs and decrease in Short-Term Borrowings of Rs. (22.77) Lakhs.

FINANCIAL MARKET RISKS

We are exposed to financial market risks from changes in borrowing costs, interest rates and inflation.

INTEREST RATE RISK

We are currently exposed interest to rate risks to the extent of outstanding loans. However, any rise in future borrowings may increase the risk.

EFFECT OF INFLATION

We are affected by inflation as it has an impact on the material cost, operating cost, staff costs etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

OTHER MATTERS INFORMATION REQUIRED AS PER ITEM 11 (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI (ICDR) REGULATIONS, 2018:

1. Unusual or infrequent events or transactions

Except as described in this Prospectus, there have been no other events or transactions to the best of our knowledge which may be described as "unusual" or "infrequent".

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

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations and the uncertainties described in the Section titled

"Risk Factors" beginning on page no. 40 of the Prospectus. To our knowledge, except as we have described in the Prospectus, there are no known factors which we expect to bring about significant economic changes.

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

Apart from the risks as disclosed under Section titled "Risk Factors" beginning on page no. 40 in this Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

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

Our Companys future costs and revenues will be determined by demand/supply situation, government policies and other economic factor.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices.

Our Company is engaged in the business of manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Increases in revenues are by and large linked to increases in the volume of business and manufacture of our core products i.e. Electrical Control Panel.

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

The Company operates in Electric Equipment Industry. Relevant industry data, as available, has been included in the Chapter titled "Industry Overview" beginning on page 131 of this Prospectus.

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

Our Company is engaged in the business of manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Our Company has not announced any new product and segment / scheme, other than disclosed in Chapter title "Our Business" beginning on Page 152 in this Prospectus.

8. The extent to which business is seasonal.

Our business does not depend to a certain extent on the seasonal, environmental and climate changes. Hence, our business is not seasonal in nature.

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

Our Company is engaged in the business of manufacturing and trading of electrical control panel through providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by In-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Our income is not dependent on a single customer or supplier or a few customers or suppliers. Further, no customer or supplier contributes to a significant portion of our business. Contribution of our customers and suppliers, as a percentage of total revenue and purchase, respectively, for the periods indicated below:

Top 5 and Top 10 Customers

(Amount Rs in Lakhs except percentage)

Particulars	For the Financial Year ended on March 31, 2024		For the Financial Year ended on March 31, 2023		For the Financial Year ended on March 31, 2022
	Amount	% of Sales	Amount	% of Sales	Amount	% of Sales
Top 5	1013.36	38.64%	872.10	42.08%	838.08	51.78%
Top 10	1446.62	55.14%	1572.95	75.90%	1141.03	70.50%

Top 5 and Top 10 Suppliers

(Amount Rs in Lakhs except percentage)

Particulars	For the Financial Year ended on march 31, 2024		For the Financial Year ended on March 31, 2023		For the Financial Year ended on March 31, 2022
	Amount	% of Purchase	Amount	% of Purchase	Amount	% of Purchase
Top 5	1,150.12	60.39%	1,133.28	68.91%	948.86	69.48%
Top 10	1,465.29	76.94%	1,293.83	78.68%	1,093.89	80.10%

10. Competitive conditions:

We face competition from existing and potential competitors which is common for any business. Over a period of time, we have developed certain competitive strengths which have been discussed in section titles "Our Business - Overview" beginning on page 152 of this Prospectus.