You should read the following discussion of our financial condition and results of operations together with our Financial Statements as Restated which is included in this Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Financial Statements as Restated, for the years ended March 31, 2026, 2025 and 2024 including the related notes and reports, included in this Prospectus is prepared in accordance with requirements of the Companies Act, 2013 and restated in accordance with the SEBI (ICDR) Regulations, 2018, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited statutory financial statements. Accordingly, the degree to which our Financial Statements as Restated will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.
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" on page 25 of this Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forwardlooking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 23 of this Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information.
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.
In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Vinod Texworld Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for Financial Years 2026, 2025 & 2024 included in this Prospectus beginning on page 286 of this Prospectus.
BUSINESS OVERVIEW
Our Company was originally incorporated as "Shree Shiv Shakti Cot-Fab Private Limited" as a private limited company, under the provisions of the Companies Act, 1956 vide Certificate of Incorporation dated July 19, 2012 issued by Registrar of Companies, Gujarat, Dadra and Nagar Havelli having Corporate Identification Number U17200GJ2012PTC071210. Subsequently in the Financial Year 2016-17, Vinod Mangalchand Mittal, Harsh Vinod Mittal and Yash Vinod Mittal acquired 100% shareholding in the Shree Shiv Shakti Cot-Fab Private Limited. Subsequently, Our Company changed its name from "Shree Shiv Shakti Cot-Fab Private Limited" to "Vinod Fabtex Private Limited" vide Certificate of Incorporation pursuant to change of name March 08, 2018 issued by Registrar of Companies, Ahmedabad, pursuant to special resolution passed in the Extra Ordinary General Meeting of the company held on March 03, 2018. Subsequently, Our Company changed its name from "Vinod Fabtex Private Limited" to "Vinod Texworld Private Limited" vide Certificate of Incorporation pursuant to change of name May 25, 2018 issued by Registrar of Companies, Ahmedabad, pursuant to special resolution passed in the Extra Ordinary General Meeting of the company held on May 23, 2018. Subsequently, our Company was converted from a private limited company to public limited company pursuant to special resolution passed in the Extra Ordinary General Meeting of the company held on November 05, 2024 and consequently the name of our Company was changed to "Vinod Texworld Limited" pursuant to fresh certificate of incorporation dated December 18, 2024 issued to our Company by the Registrar of Companies, Central Processing Centre having Corporate Identification Number U17200GJ2012PLC071210.
We make fabrics for fast fashion by combining modern technology, creative design, and traditional skills. We manage the entire processfrom Greige Fabric to Dyed fabric and Printed fabric ensuring quality and the ability to quickly adapt to evolving market demands. Our key focus areas include fostering innovation, adopting a customer-centric approach, and driving research and development along with technological advancements. We are also committed to facilitating the transition towards renewable energy while prioritizing sustainability and green energy practices across our operations.
The companys focus is on Innovation, Customer Orientation, R & D, Technology Up Gradation, Continuous Improvement and Moving towards Green Energy. Our Company manufacture and sells its products like Dyed Fabric and Printed Fabric.
With a domestic network, the Company serves various locations across India, including states such as Gujrat, Punjab, Haryana, Delhi, Rajasthan, Uttar Pradesh, and West Bengal, among others.
We continuously strive to improve our processes, integrate new technologies and advance our sustainability efforts. As part of our commitment to the environment, we are transitioning toward Green Energy to reduce our carbon footprint and increase energy efficiency across our operations.
We supply our Dyed Fabric and Printed Fabric based on precise specifications of our customers across India and also in the overseas market. During the Fiscal Year 2026, we exported our products to Nepal.
In addition to our manufacturing operations, our Company also undertakes trading of textile products to supplement its product offerings and meet diverse customer requirements. Revenue from such trading activities has contributed approximately 15% to 16% of our revenue from operations in recent periods. These activities generally, yield lower margins and are not a material contributor to our overall profitability.
For further details of our company please refer to section titled "Our History and Certain Other Corporate Matters " and "Our Business " beginning on page no. 241 and 190 respectively of this Prospectus.
KEY PERFORMANCE INDICATORS OF OUR COMPANY
In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial Information included in this Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.
The following table sets forth certain of our key performance indicators for the periods indicated below.
| Key Financial Performance | March 31, 2026 | March 31, 2025 | March 31, 2024 |
| Revenue from operations (1) | 34,263.62 | 33,536.93 | 27,148.80 |
| EBITDA (2) | 2,282.89 | 2,095.81 | 1,230.04 |
| EBITDA Margin (3) | 6.66% | 6.25% | 4.53% |
| PAT (4) | 1,040.74 | 923.36 | 548.64 |
| PAT Margin (5) | 3.04% | 2.75% | 2.02% |
| Net Worth (6) | 4,280.57 | 3,239.83 | 2,316.47 |
| Return on Net Worth (7) | 24.31% | 28.50% | 23.68% |
| RoCE (8) | 31.80% | 34.99% | 22.35% |
Notes:
(1) Revenue from operations means the Revenue from operations as appearing in the Restated Financial Statement.
(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income
(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(4) PAT is mentioned as profit after tax for the period.
(5) PAT Margin is calculated as PAT for the period/year divided by revenue from operations.
(6) Net Worth means the aggregate value of the paid-up share capital and reserves and surplus (including, Securities Premium, General Reserve and surplus in statement ofprofit and loss). of the company.
(7) ROE/RONW: Return on Equity is calculated as PAT divided by closing shareholders fund.
(8) ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity plus Long Term-borrowings.
For further detail on Key Performance Indicators of our company, please refer Chapter Titled "Basis of Offer Price" on page 146 of this Prospectus.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
As per mutual discussion between the Board of the Company and Lead Manager, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements (For Financial year ended as on 31st March, 2026) as disclosed in the Prospectus and which materially and adversely affect or is likely to affect within the next twelve months except as follows:
Our Company has approved the Restated Financial Statements for the period ended on March 31st 2026 in the Board meeting dated August 25, 2026.
Our Company has approved the Prospectus vide resolution in the Board Meeting dated September 2, 2026. SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled "RiskFactor" beginning on page 25 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:
Our ability to successfully implement our growth strategy and expansion plans;
Our Companys inability to meet its working capital requirements or maintain its existing credit facilities
General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;
Our ability to meet our capital expenditure requirements;
Fluctuations in operating costs;
Failure to successfully upgrade our product portfolio, from time to time;
Our ability to attract and retain qualified personnel;
Our inability to maintain quality standards;
Changes in government policies and regulatory actions that apply to or affect our business;
Our inability to respond to new innovations in our industry;
Any adverse outcome in the legal proceedings in which we and our promoters are involved;
Conflict of Interest with affiliated companies, the promoter group and other related parties;
General social and political conditions in India which have an impact on our business activities or investments;
Around 15% to 16% of our revenue from operations is derived from trading activities, which generally carry relatively lower margins and, therefore, have no material impact on our overall results of operations;
Adverse natural calamities and man-made disaster having significant impact on our business;
Other Factors beyond our control;
Developments affecting the Indian economy;
Loss of consumers;
DISCUSSION ON RESULT OF OPERATION
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the financial years ended on March 31, 2026, March 31, 2025 March 31, 2024
| Particulars | For the year ended 31 March, 2026 | %age of Total Income | For the year ended 31 March, 2025 | %age of Total Income | For the year ended 31 March, 2024 | %age of Total Income |
| Income | ||||||
| Revenue from Operations | 34,263.62 | 99.91% | 33,536.93 | 99.89% | 27,148.80 | 99.94% |
| Other Income | 32.14 | 0.09% | 36.68 | 0.11% | 16.59 | 0.06% |
| Total Income (I + II) | 34,295.76 | 100.00% | 33,573.61 | 100.00% | 27165.39 | 100.00% |
| Expenditure | ||||||
| Cost of Material Consumed | 24,061.25 | 70.16% | 23,770.73 | 70.80% | 20,308.55 | 74.76% |
| Purchases of Stock in Trade | 5,232.20 | 15.26% | 5,316.94 | 15.84% | 4,290.31 | 15.79% |
| Changes in inventories | -585.81 | -1.71% | -764.2 | -2.28% | -1,580.79 | -5.82% |
| Employee benefits expenses | 416.69 | 1.21% | 395.45 | 1.18% | 318.72 | 1.17% |
| Financial Charges (Finance cost) | 581.57 | 1.70% | 514.65 | 1.53% | 255.99 | 0.94% |
| Depreciation & Amortization Expenses | 347.71 | 1.01% | 387.58 | 1.15% | 293.84 | 1.08% |
| Other expenses | 2,829.02 | 8.25% | 2,688.82 | 8.01% | 2,563.06 | 9.44% |
| Total expenses | 32,882.64 | 95.88% | 32,309.97 | 96.24% | 26,449.68 | 97.37% |
| Profit before Taxation & Exceptional Item | 1,413.12 | 4.12% | 1,263.64 | 3.76% | 715.72 | 2.63% |
| Exceptional Items | - | - | - | - | - | - |
| Profit Before Taxation | 1,413.12 | 4.12% | 1,263.64 | 3.76% | 715.72 | 2.63% |
| Current Tax | 338.49 | 0.99% | 318.18 | 0.95% | 154.08 | 0.57% |
| Deferred Tax | 33.89 | 0.10% | 22.09 | 0.07% | 13 | 0.05% |
| Earlier Years Tax Expense | - | - | ||||
| Total tax expense | 372.38 | 1.09% | 340.27 | 1.01% | 167.08 | 0.62% |
| Profit After Tax but Before Extra-ordinary Items | 1,040.74 | 3.03% | 923.36 | 2.75% | 548.64 | 2.02% |
| Extraordinary Items | - |
- |
||||
| Net Profit after adjustments | - | - | ||||
| Net Profit Transferred to Balance Sheet | 1,040.74 | 3.03% | 923.36 | 2.75% | 548.64 | 2.02% |
Significant discussion on increase in sales to Vinod Denims Limited
During the periods under review, the Company has experienced a substantial increase in sales to Vinod Denim Limited ("VDL"), which is a Group Company and a related party. As per the Restated Financial Statements, sales to VDL constituted approximately 14.40% in FY 2023-24, increased to 16.31% in FY 2024-25 and it further incurred sales of 15.12% in FY 2025-26. This reflects VDLs expanding denim manufacturing operations and its increased requirement for dyed and processed fabrics, which align with the Companys product capabilities and enhanced production capacity.
The business relationship with VDL is conducted in the ordinary course of business based on purchase orders placed from time to time in line with VDLs production requirements. The Company does not have any exclusive supply arrangement with VDL, and transactions are carried out on commercially negotiated terms similar to those applicable to other unrelated customers in the textile industry. Pricing for sales to VDL is determined based on prevailing market prices for comparable products, input costs (including greige fabric, dyes, chemicals, processing costs, power and fuel), volume considerations, and delivery timelines. The Company follows a consistent pricing policy for both related and unrelated customers and periodically reviews pricing to ensure that transactions with VDL are at arms length.
The increase in sales to VDL in FY 2024-25 is also attributable to the Company s strategic shift from job- work processing to direct manufacturing and sale of its own products, along with capacity expansion through installation of new machinery. This has enabled the Company to meet higher order volumes from key customers such as VDL while maintaining quality standards and delivery schedules.
While sales to VDL constitute a material portion of the Companys revenue in recent periods, Management views this as a commercially driven outcome rather than structural dependence. The Company continues to supply products to multiple domestic customers across Gujarat, Punjab, Haryana, Delhi, Rajasthan, Uttar Pradesh, West Bengal and other states, as well as to select export markets such as Nepal. The Company is actively pursuing opportunities to further diversify its customer base and reduce concentration risk over time. Nevertheless, reliance on a significant customer such as VDL may expose the Company to risks including reduced order volumes, renegotiation of prices, delayed payments, or business disruptions at the customers end, which could have an adverse impact on the Companys revenues, cash flows, and profitability.
To mitigate these risks, the Company is focusing on:
expanding its customer portfolio,
increasing direct sales to non-related parties,
enhancing product offerings in dyed and printed fabrics, and
maintaining strong operational capabilities to serve a broader customer base.
Our Significant Accounting Policies
For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled "Restated Financial Statements" beginning on page 286 of this Prospectus.
Reservations, Qualifications and Adverse Remarks
The Examination Report issued by our Statutory Auditors has no reservations, qualifications and adverse remarks.
Revenue Recognition Method adopted by the company
Revenue is recognized only when it can be reliably measured and it is reasonable to expect ultimate collection. Turnover includes sale of goods net of all the taxes.
Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.
Sale of Goods: Revenue from the sale of goods is recognized when the goods are delivered and the titles have passed, at which time all the following conditions are satisfied:
The company has transferred to the buyer the significant risks and rewards of the ownership of the goods;
The company retains neither continuing managerial involvement to degree usually associated with ownership nor effective control over the goods sold;
The amount of revenue can be measured reliably;
It is probable that the economic benefits associated with the transaction will flow to the company; and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Interest Income: Interest income is accrued on a time basis, by reference to the principle outstanding and at the effective interest rate applicable.
Government Grant: Government Grant means assistance by government in cash or kind for past or future compliance of certain conditions but does not include grants which cannot be reasonably measured or transactions with government which cannot be distinguished from normal trading transactions of an enterprise. Grant received as an interest subsidy being a revenue grant is deducted from the interest expenses in Profit & Loss Statement. These grants are recognized only where a certainty exists for the fulfilment of conditions and ultimate.
Overview of Revenue & Expenditure
The following discussion on results of operations should be read in conjunction with the Restated Financial statements for the Financial Year 2026, 2025 & 2024. Our revenue and expenses are reported in the following manner:
Revenue Bifurcation Product wise bifurcation
Product wise bifurcation is mentioned under chapter titled our business on page 190 of this Prospectus under the head Product wise revenue breakup.
Geographical bifurcation
Geographical bifurcation is mentioned under chapter titled our business on page 190 of this Prospectus under the head Geographical wise revenue breakup.
Segment bifurcation
Segment- wise bifurcation is mentioned under chapter titled our business on page 190 of this Prospectus under the head Segment wise revenue breakup.
Revenues
? Total Income:
Our total income comprises of revenue from operations and other income.
? Revenue of operations
Our Companys revenue is primarily generated from the sale of printed fabric and Dyed Fabric.
? Other Income
Other Income includes interest income, profit on sale of machinery, rent income and other miscellaneous income.
Expenditure
Our total expenditure primarily consists of purchase of stock in trade, cost of material consumed, Change in inventories, Employee benefit expenses, other expenses. We also have incurred financial charges and depreciation as expenditure.
? Cost of Material Consumed
Represents the cost of raw materials and components used in production. It includes purchases such as greige fabric, which undergoes washing, processing, and other treatments to be converted into the finished product.
? Purchase of Stock in Trade
Represents the cost of finished goods purchased for resale without further processing. Such purchases are made to meet excess or urgent customer orders, manage temporary production shortfalls.
? Change in Inventory
It means the difference between total of opening and closing inventories. This includes finished goods of inventory and work in progress.
? Employment Benefit Expenses
Our employee benefits expense primarily comprises of Salaries and Wages, Staff welfare expenses and Gratuity and Other Benefits etc.
? Finance Cost
It includes Interest Expense on Bank Borrowings, interest on reverse factoring cost and other interest cost.
? Depreciation and Amortization Expenses
Depreciation includes depreciation on Buildings, Plant & Equipment, Furniture & Fixtures, Computers, etc.
? Other Expenses
Other Expenses includes manufacturing expenses such as purchase of coal and fuel, freight cartage, job work expenses etc. It also includes administrative expenses such as brokerage and commission, legal and professional charges, repair and maintenance etc.
? Tax Expenses
Income taxes are accounted for in accordance with Accounting Standard - 22 on "Accounting for Taxes on Income" ("AS-22"), prescribed under the Companies (Accounting Standards) Rules, 2006. Our Company provides for current tax as well as deferred tax, as applicable.
Provision for current taxes is made at the current tax rates after taking into consideration the benefits available to our Company under the provisions of the Income Tax Act, 1961.
Deferred tax arises from the timing differences between book profits and taxable profits that originate in one period and are capable of reversal in one or more subsequent periods and is measured using the tax rates and laws applicable as of the date of the financial statements. Our Company provides for deferred tax asset / liability on such timing differences subject to prudent considerations in respect of deferred tax assets.
DETAILS OF FINANCIAL YEAR ENDING MARCH 31, 2026 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2025 (BASED ON RESTATED FINANCIAL STATEMENTS)
| Particulars | For the year ended 31 March, 2026 | For the year ended 31 March, 2025 | Change in Rs Lakhs | Change in % |
| Income | ||||
| Revenue from Operations | 34,263.62 | 33,536.93 | 726.69 | 2.17% |
| Other Income | 32.14 | 36.68 | -4.54 | -12.38% |
| Total Income (I + II) | 34,295.76 | 33,573.61 | 722.15 | 2.15% |
| Expenditure | ||||
| Cost of Material Consumed | 24,061.25 | 23,770.73 | 290.52 | 1.22% |
| Purchases of Stock in Trade | 5,232.20 | 5,316.94 | -84.74 | -1.59% |
| Changes in inventories | -585.81 | -764.2 | 178.39 | -23.34% |
| Employee benefits expenses | 416.69 | 395.45 | 21.24 | 5.37% |
| Financial Charges (Finance cost) | 581.57 | 514.65 | 66.92 | 13.00% |
| Depreciation & Amortization Expenses | 347.71 | 387.58 | -39.87 | -10.29% |
| Other expenses | 2,829.02 | 2,688.82 | 140.20 | 5.21% |
| Total expenses | 32,882.63 | 32,309.97 | 572.66 | 1.77% |
| Profit before Taxation & Exceptional Item | 1,413.12 | 1,263.64 | 149.48 | 11.83% |
| Exceptional Items | - | - | ||
| Profit Before Taxation | 1,413.12 | 1,263.64 | 149.48 | 11.83% |
| Current Tax | 338.49 | 318.18 | 20.31 | 6.38% |
| Deferred Tax | 33.89 | 22.09 | 11.8 | 53.42% |
| Earlier Years Tax Expense | - | - | ||
| Total tax expense | 372.38 | 340.27 | 32.11 | 9.44% |
| Profit After Tax but Before Extraordinary Items | 1,040.74 | 923.36 | 117.38 | 12.71% |
| Extraordinary Items | - | - | ||
| Net Profit after adjustments | - | - | ||
| Net Profit Transferred to Balance Sheet | 1,040.74 | 923.36 | 117.38 | 12.71% |
Revenues
? Total Income
Total income for the Financial year ended 2026 stood at Rs. 34,295.76 Lakhs whereas in financial year ended 2025 it stood at Rs. 33,573.61 Lakhs representing an increase of 2.15%.
1. Revenue from Operation
Revenue from operations increased by 2.17% from Rs.33,536.93 lakhs in FY2025 to Rs.34,263.62 lakhs in FY2026. Manufacturing activities remained the primary contributor, accounting for 83.75% of revenue in FY2026 compared to 83.00% in FY2025, while the contribution from trading activities stood at 15.25% compared to 15.85% in the previous year.
2. Other Income
Other income decreased by 12.38% from Rs.36.68 lakhs in FY2025 to Rs.32.14 lakhs in FY2026. The decrease was primarily attributable to a reduction in interest income from Rs.27.63 lakhs to Rs.18.30 lakhs and lower rent income from Rs.2.30 lakhs to Rs.1.64 lakhs. Profit on sale of machinery increased marginally from Rs.3.02 lakhs in FY2025 to Rs.3.54 lakhs in FY2026.
Expenditure
? Total Expenses
Total Expenses for the for the Financial Year 2025-26, stood at Rs. 32,882.63 Lakh whereas in Financial Year 2024-25 it stood at Rs. 32,309.97 Lakh, which representing increase of 1.77%. This can be contributed to many factors as discussed below:
1. Cost of Material Consumed
Cost of material consumed increased marginally by Rs.290.52 lakhs, or 1.22%, from Rs.23,770.73 lakhs in FY2025 to Rs.24,061.25 lakhs in FY2026. Purchases during the year decreased from Rs.24,515.30 lakhs in FY2025 to Rs. 24,061.10 lakhs in FY2026, with the Companys production requirements being met through a combination of current-year purchases and available opening inventory. Overall, the movement in cost of materials consumed remained broadly aligned with the Companys production and operating requirements during FY2026.
2. Purchase of Stock in Trade
Purchase of Stock-in-Trade for the financial year 2025-26 stood at Rs.5,232.20 lakhs as compared to Rs.5,316.94 lakhs in the financial year 2024-25, representing a decrease of 1.59%. The decrease of Rs.84.74 lakhs in Purchase of Stock-in-Trade is broadly in line with the movement in the Companys trading business as its based on customer demand. Purchase of Stock-in-Trade as a percentage of revenue from operations stood at approximately 15.27% in FY2026 as compared to 15.85% in FY2025. The Company undertakes trading activities based on customer demand and prevailing business requirements.
3. Changes in Inventory
Total change in inventory for the financial year 2025-26 stood at Rs.(585.81) lakhs as compared to Rs.(764.20) lakhs in the financial year 2024-25, representing a increase of23.34%. The increase in change in inventory was primarily attributable to the movement in work-in-progress and finished goods inventory during the year. The Company maintains inventory in line with its production requirements and customer orders, and accordingly, the level of inventory may vary depending on the production cycle, order requirements and prevailing business conditions.
4. Employee benefits expenses
Employee benefit expenses for the financial year 2025-26 stood at Rs.416.69 lakhs as compared to Rs.395.45 lakhs in the financial year 2024-25, representing an increase of 5.37%. The increase of Rs.21.25 lakhs was primarily attributable to an increase in salary and wages, which increased from Rs.331.45 lakhs in FY2025 to Rs.360.96 lakhs in FY2026, along with an increase in directors salary from Rs.24.00 lakhs to Rs.37.20 lakhs and sitting fees of Rs.0.33 lakhs incurred during FY2026. Overall, the increase in employee benefit expenses was primarily driven by increment in salary and remuneration costs during FY2026.
5. Finance Cost
Finance costs for the financial year 2025-26 stood at Rs.581.57 lakhs as compared to Rs.514.65 lakhs in the financial year 2024-25, representing an increase of 13.00%. The increase of Rs.66.92 lakhs was primarily attributable to higher interest expenses on bank borrowings, which increased from Rs.389.74 lakhs in FY2025 to Rs.446.90 lakhs in FY2026, and an increase in interest on reverse factoring cost from Rs.5.84 lakhs to Rs.64.96 lakhs. Overall, the increase in finance costs was mainly driven by higher borrowing-related interest costs and increased utilisation of reverse factoring facilities during FY2026.
6. Depreciation and Amortization Expenses
Depreciation and amortization expenses for the financial year 2025-26 stood at Rs.347.71 lakhs as compared to Rs.387.58 lakhs in the financial year 2024-25, representing a decrease of 10.29%. The decrease of Rs.39.87 lakhs was primarily attributable to the change in the Companys depreciable asset base and the impact of deductions/transfers during the year. During FY2026, the Company made additions to its gross block amounting to Rs.620.50 lakhs, primarily comprising additions to the Ground Mount Solar Plant of Rs.492.85 lakhs, Machinery of Rs.62.78 lakhs, Boiler of Rs.34.15 lakhs and Building of Rs.16.32 lakhs. However, depreciation on these additions is recognised from the date the respective assets are available for use, and therefore the additions made during the year did not necessarily result in a full years depreciation charge. Consequently, the net depreciation and amortization expense for FY2025-26 was lower than the previous year despite the increase in the gross block.
7. Other Expenses
The Other Expenses for the Financial Year 2025-26 stood at Rs 2,829.02 Lakhs. Whereas for the Financial Year 2024-25, it stood at Rs. 2,688.82 Lakhs representing an increase of 5.21%. The increase was primarily attributable to higher direct expenses, including freight, cartage, packing expenses and job work expenses, which increased from Rs.1,381.83 lakhs in FY2024-25 to Rs.1,492.55 lakhs in FY2025- 26, representing an increase of Rs.110.72 lakhs or 8.01%. The increase in these expenses was mainly in line with the higher level of production and capacity utilisation during the year. The Companys capacity utilisation increased from 88.18% in FY2024-25 to approximately 90% in FY2025-26, resulting in higher production volumes and a corresponding increase in variable and production-related expenses. Accordingly, the increase in direct expenses was the principal factor contributing to the overall increase in Other Expenses during FY2025-26.
8. Restated Profit before Tax
The restated Profit Before Tax (PBT) for the financial year 2025-26 stood at Rs.1,413.12 lakhs, as compared to Rs.1,263.64 lakhs in the financial year 2024-25, representing an increase of Rs.149.48 lakhs or 11.83%. The Profit Before Tax margin also improved to 4.12% in FY2025-26 from 3.77% in FY2024-25, reflecting an improvement of 35 basis points. The increase in PBT was primarily attributable to the growth in revenue and improved operating performance during the year, supported by higher capacity utilisation and better absorption of fixed costs.
9. Restated Profit after Tax
The Restated Profit After Tax (PAT) for the financial year 2025-26 stood at Rs.1,040.74 lakhs, as compared to Rs.923.36 lakhs in the financial year 2024-25, representing an increase of Rs.117.38 lakhs or 12.71%. The increase in PAT was primarily attributable to the improvement in Profit Before Tax, which increased by 11.83% during FY2025-26, supported by the growth in revenue from operations of 2.17% and effective management of operating expenses and other costs.
The PAT margin improved to 3.04% in FY2025-26 from 2.75% in FY2024-25, representing an improvement of 29 basis points. The improvement in PAT margin indicates an overall improvement in the Companys profitability, with the increase in profit outpacing the growth in revenue during the year.
DETAILS OF FINANCIAL YEAR ENDING MARCH 31, 2025 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)
| Particulars | For the year ended 31 March, 2025 | For the year ended 31 March, 2024 | Change in Rs. Lakhs | Change in % |
| Income | ||||
| Revenue from Operations | 33,536.93 | 27,148.80 | 6,388.13 | 23.53% |
| Other Income | 36.68 | 16.59 | 20.09 | 121.13% |
| Total Income (I + II) | 33,573.61 | 27165.39 | 6,408.22 | 23.59% |
| Expenditure | ||||
| Cost of Material Consumed | 23,770.73 | 20,308.55 | 3,462.18 | 17.05% |
| Purchases of Stock in Trade | 5,316.94 | 4,290.31 | 1,026.63 | 23.93% |
| Changes in inventories | -764.2 | -1,580.79 | 816.59 | -51.66% |
| Employee benefits expenses | 395.45 | 318.72 | 76.72 | 24.07% |
| Financial Charges (Finance cost) | 514.65 | 255.99 | 258.66 | 101.05% |
| Depreciation & Amortization Expenses | 387.58 | 293.84 | 93.74 | 31.90% |
| Other expenses | 2,688.82 | 2,563.06 | 125.76 | 4.91% |
| Total expenses | 32,309.97 | 26,449.68 | 5,860.29 | 22.16% |
| - | - | |||
| Profit before Taxation & Exceptional Item | 1,263.64 | 715.72 | 547.92 | 76.56% |
| Exceptional Items | - | - | - | - |
| Profit Before Taxation | 1,263.64 | 715.72 | 547.92 | 76.56% |
| Current Tax | 318.18 | 154.08 | 164.1 | 106.51% |
| Deferred Tax | 22.09 | 13.00 | 9.09 | 69.92% |
| Earlier Years Tax Expense | - | - | - | - |
| Total tax expense | 340.27 | 167.08 | 173.19 | 103.67% |
| Profit After Tax but Before Extraordinary Items | 923.36 | 548.64 | 374.72 | 68.30% |
| Extraordinary Items | - | - | - | - |
| Net Profit after adjustments | - | - | - | - |
| Net Profit Transferred to Balance Sheet | 923.36 | 548.64 | 374.72 | 68.30% |
Revenues ? Total Income
Total Income for the Financial Year 2024-25, stood at Rs. 33,573.61 Lakhs whereas in Financial Year 2023-24 it stood at Rs. 27,165.39 Lakhs representing an increase of 23.59%, as the Companys utilized production increased to 19,840,507 meters per annum in FY 2024-25, from 16,257,755 meters per annum in FY 2023-24, reflecting a 22.04% growth in production. This increase in production capacity utilization has directly contributed to a 23.59% rise in revenue during FY 2024-25 over FY 2023-24.
During the year, the Company continued to strengthen its direct sales channel through enhanced marketing initiatives and improved industry relationships. As a result, the Company expanded its customer base, increasing the number of active dealers from approx. 30 in FY 2023-24 to approx. 42 in FY 2024-25. This expansion enabled deeper market penetration and diversification of the customer portfolio.
With higher production capability arising from the installation of new machinery in previous years, the Company has been able to cater to customer demand more efficiently and supply products in required quantities.
Consequently, the Company strategically focused on increasing direct sales, which offer higher margins compared to job work activities performed for external parties. This shift in strategy has supported both revenue growth and improved profitability during FY 2024-25.
1. Revenue from operations
Total revenue from operations for FY 2024-25 stood at Rs.33,536.93 lakhs, compared to Rs.27,148.80 lakhs in FY 2023-24, registering a growth of 23.53%. The increase was primarily driven by higher manufacturing capacity, which rose from 190 lakh meters per annum in FY 2023-24 to 225 lakh meters per annum after new machinery costing Rs.812.58 lakhs, commissioned mid-FY 2023-24, operated for the full FY 2024-25. Revenue from manufacturing of goods increased from Rs.22,348.19 lakhs in FY 2023-24 to Rs.28,196.58 lakhs in FY 2024-25. Additionally, revenue from traded goods contributed Rs.4,290.31 lakhs and Rs.5,316.94 lakhs in FY 2023-24 and FY 2024-25, respectively, reflecting expansion in our trading activities.
Reduced Reliance on Job Work: Job-work sales declined sharply from Rs.510.30 lakhs in FY 2023-24 to Rs.23.41 lakhs in FY 2024-25. This reflects reduced reliance on job work revenue leading to higher revenue in direct sale model, enabling it to focus on manufacturing and selling its own products. The increased emphasis on direct production contributed significantly to the growth in revenue from operations.
2. Other Income
Other Income for the Financial Year 2024-25 stood at Rs. 36.68 Lakhs whereas in Financial Year 202324 it stood at Rs. 16.59 Lakhs, representing an increase of 121.13%, Such increase was due to increase in interest income from Rs. 9.86 lakhs in FY 2023-24 to Rs. 27.63 lakhs in FY 2024-25, this includes interest received from debtor for late payment. Profit on sale of machinery also increased from Rs. 2.27 lakhs to Rs. 3.02 lakhs during the FY 2024-25 and as balance written off increased from Rs. 1.28 lakhs in FY 202324 to Rs. 3.73 lakhs in FY 2024-25.
Expenditure
? Total Expenses
Total Expenses for the for the Financial Year 2024-25, stood at Rs. 32,309.97 Lakh whereas in Financial Year 2023-24 it stood at Rs. 26,449.68 Lakh, which representing increase of 22.16%. This can be contributed to many factors as discussed below:
1. Cost of Material Consumed
The total cost of material consumed for the financial year 2024-25 was Rs. 23,770.73 lakhs, compared with Rs. 20,308.55 lakhs in 2023-24, showing an increase of 17.05%. This rise primarily reflects higher purchases of raw materials required to meet the growth in production and sales during the year. The Company enhanced its installed manufacturing capacity and improved capacity utilization from 85.57% in FY 202324 to 88.18% in FY 2024-25. As a result, additional quantities of key inputs, including greige fabric and other essential materials, were procured to support the increased production volume. Additionally, Job- work activities for external parties declined significantly during the year as the Company focused on fulfilling its own growing orders. As a result, purchase of raw material is higher in FY 2024-25 as compared to FY 2023-24.
2. Purchase of Stock in Trade
Purchase of Stock in Trade for the Financial Year 2024-25 stood at Rs. 5,316.94 lakh whereas in Financial Year 2023-24 it stood at Rs. 4,290.31 Lakh representing an increase of 23.93% of the purchases stock in trade of FY 2024-25. The increase of Rs. 1,026.63 lakhs in Purchase of Stock in Trade is directly aligned with the growth in our Direct Trade Business. This increase is due to Purchase of stock in trade as % to revenue from operations stood at 15.85% in FY 2025 and 15.82% in FY 2024. The company at times carries out trading activity on the basis of demand from customer.
3. Change in Inventories
Total change in inventory for the Financial Year 2024-25, stood at Rs. (764.20) lakhs whereas in financial year 2023-24 it stood at Rs. (1,580.79) lakhs, representing an increase of 51.66%. As sales of the company increased due to higher installed capacity in FY 2024-25, it processed more raw material, thus, further reducing the gap between the opening and closing inventory leading to lower change in inventory. Company maintains its inventory on the order to order basis.
4. Employment Benefit Expenses
Employee benefit expenses for the Financial Year 2024-25 stood at Rs. 395.45 Lakhs. Whereas for the Financial Year 2023-24, it stood at Rs. 318.72 Lakhs representing an Increase of 24.07%, this increase is primarily attributable to the appointment of additional employees during the year, as well as an overall rise in remuneration, bonus, and gratuity expenses. Company had 102 employees at the end FY 2024-25 as compared to 90 employees at the end of FY 2023-24. These factors collectively contributed to the higher employee benefit costs in FY 2024-25.
5. Other Expenses
The Other Expenses for the Financial Year 2024-25 stood at Rs 2,688.82 Lakhs. Whereas for the Financial Year 2023-24, it stood at Rs. 2,563.06 Lakhs representing an increase of 4.91%. This was due to increase in direct expenses such as freight, cartage, packing expenses, jobwork expenses, leading to overall increase from Rs. 1245.35 lakhs in FY 2023-24 to Rs. 1,381.83 lakhs, thus, increasing 10.96% of direct expenses, constituting overall increase in other expenses.
6. Depreciation and Amortization Expenses
The Depreciation and Amortization Expenses for the Financial Year 2024-25 stood at Rs.387.58 Lakhs, compared to Rs. 293.84 Lakhs in the Financial Year 2023-24, representing an increase of 31.90%. This rise was primarily due to the addition of fixed assets during the year, including the purchase of the Drying Range Machine (Phase-IV) amounting to Rs.50.64 Lakhs, Electrification Installation (Phase-IV) amounting to Rs.16.34 Lakhs, and a jigger phase IV amounting to Rs. 119.13 Lakhs. These capital investments contributed to the overall increase in depreciation and amortization expenses for the year.
7. Finance Cost
Finance cost for the Financial Year 2024-25 stood at Rs.514.65 Lakhs, whereas in the Financial Year 2023-24, it stood at Rs.255.99 Lakhs, representing an increase of 101.05%. This sharp rise was mainly due to higher interest on additional short-term borrowings of Rs.2,126.17 lakhs during the year. The sanctioned cash-credit limit was enhanced from Rs.2,500 lakhs to Rs.4,500 lakhs, enabling the company to draw more working-capital loans to meet daily business requirements, which in turn led to higher interest expenses. Consequently, finance charges rose significantly.
8. Restated Profit before Tax
The restated profit before tax For the Financial Year 2024-25 stood at Rs. 1,263.64 Lakhs. Whereas for the Financial Year 2023-24, it stood at Rs. 715.72 Lakhs, representing an increase of 76.56%. As new boilers were installed in middle of FY 2023-24 having capacity of 8 steam TPH generation, which operates turbine efficiently and can save up to 150 units per hour.
It significantly reduced power and fuel cost from 3.74% of revenue from operations in FY 2023-24 to 2.84% of revenue from operations in FY 2024-25.
9. Restated Profit after Tax
The restated profit after tax For the Financial Year 2024-25 stood at Rs. 923.36 Lakhs. Whereas for the Financial Year 2022-23, it stood at 548.64 Lakhs, representing an increase of 68.30% in line with profit before tax.
Conclusion for increase in PAT margin:
| Particulars | FY 2024-25 | FY 2023-24 |
| Revenue from Operations (A) | 33,536.93 | 27,148.80 |
| Profit After Tax (B) | 923.36 | 548.64 |
| Profit Margin | 2.75% | 2.02% |
| Power and Fuel Expenses (C) | 951.03 | 1,014.35 |
| Adjusted Profit (B + C) = (D) | 1874.39 | 1562.99 |
| Adjusted Profit Margin (D)/(A) | 5.59% | 5.76% |
These ratios suggest that, due to significant decrease in power and fuel expenses, company has increased its profit margin.
Note: The figures for the financial years ended March 31, 2025 and March 31, 2024 presented in the Restated Financial Statements in the Prospectus differ marginally from those presented in the Draft Prospectus and the Addendum thereto, with no material impact on the financial position, financial performance or cash flows of the Company.
For further details, please refer to Point No. 20 of Note No. AF - Additional Disclosure in Restated Financial Information.
Relevant Balance Sheet Items
| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 |
| Long-Term Borrowings | 1,905.26 | 1,747.63 | 1,946.95 |
| Short-Term Borrowings | 5,143.21 | 4,880.13 | 2,753.96 |
| Trade Payables | 5826.49 | 7048.29 | 7260.17 |
| Trade Receivables | 8,289.51 | 8,754.34 | 7,648.96 |
| Inventories | 6,583.39 | 6,032.76 | 4,556.36 |
Long-Term Borrowings
Long-term borrowings stood at Rs.1,905.26 Lakhs as on March 31, 2026, compared to Rs.1,747.63 Lakhs in FY 2024-25 and Rs.1,946.95 Lakhs in FY 2023-24. The reduction in FY 2024-25 reflects scheduled term-loan repayments and the Companys strategy to limit fresh long-term debt, even while commissioning new machinery (e.g., Drying Range Machine, Jigger Phase IV) that expanded installed capacity to 225 lakh meters per annum. In FY 2025-26 company has availed new loan of sanction amount Rs.435.00 lakhs leading to increase in borrowings in FY 2025-26.
Short-Term Borrowings
Short-term borrowings increased to Rs.5,143.21 Lakhs in FY 2025-26 from Rs.4,880.13 Lakhs in FY 2024-25 ( Rs.2,753.96 Lakhs in FY2023-24). This rise is primarily due to higher working-capital requirements to support larger production volumes and higher sales. The Companys sanctioned cash-credit limit was raised to Rs.4,500 lakhs, and utilization of these facilities contributed to higher finance costs, which increased to Rs. 581.57 lakhs in FY 2025-26 from Rs.514.65 lakhs.
Trade Payables
Trade payables stood at Rs.5,826.49 lakhs as at FY 2025-26, compared with Rs.7,048.29 lakhs in FY 2024-25 and Rs.7,260.17 lakhs in FY 2023-24. Despite stable procurement of raw materials, the reduction in trade payables indicates a relatively stable supplier-credit position. Material creditors include Vinod Cotfab Pvt. Ltd., with an outstanding balance of Rs. 3,146.52 lakhs. Further, trade payables as a percentage of total purchases* declined steadily from approximately 29.53% in FY 2023-24 to 24.28% in FY 2024-25 and 19.91% in FY 2025-26. This trend indicates faster settlement of supplier dues and/or a shortening of supplier-credit cycles, despite the increase in procurement volumes, reflecting improved working-capital management and a lower reliance on trade credit..
*purchases include cost of material sold plus purchase of stock in trade less purchase returns.
Trade Receivables
Trade receivables stood at Rs.8,289.51 lakhs in FY 2025-26, compared with Rs.8,754.34 lakhs in FY 2024-25 and Rs.7,648.96 lakhs in FY 2023-24. The marginal decline in trade receivables during FY 2025-26, following an increase in the previous year, indicates improved collection efficiency and effective management of outstanding customer dues. Receivable days remained within normal limits, demonstrating healthy collection practices. As a proportion of revenue from operations, trade receivables improved to 24.19 % in FY 2025-26 from 26.10 % in FY 2024-25 and 28.17% in FY 2023-24, reflecting stronger collection efficiency and tighter credit management.
Inventories
Inventories increased to Rs. 6,583.39 Lakhs in FY 2025-26 from Rs. 6,032.76 Lakhs in FY 2024-25 ( Rs.4,556.36 Lakhs in FY 2023-24). Increase in FY 2024-25 from FY 2023-24 was driven by higher capacity utilisation (88.18% vs. 85.57% in FY 2023-24) and production of 162.58 lakh metres vs. sales of 157.23 lakh metres, ensuring adequate finished-goods stock to meet rising demand. On a cost-of-goods-sold basis (cost of material consumed plus purchase of stock-in-trade adjusted for change in inventories), closing inventory represented about 22.47% of COGS in FY 2025-26, compared with 20.74% in FY 2024-25 and 22.47% in FY 2023-24.
Conclusion
The balance-sheet movements for FY 2025-26 reflect higher operating activity supported by prudent financial and working-capital management. Long-term borrowings remained broadly stable, while short-term borrowings increased to meet higher working-capital requirements. Trade payables declined and trade receivables improved as a percentage of revenue, indicating efficient management of supplier dues and customer collections. Inventories increased in line with higher operational requirements. Overall, the Companys financing and working-capital position remains balanced, with disciplined management of borrowings, receivables, payables and inventory supporting business growth.
Property Plant and Equipment
| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 |
| Gross Block- Opening Balance | 4,233.40 | 4,190.12 | 3,349.87 |
| Addition/(sale) during the year | 620.50 | 293.50 | 869.18 |
| Deductions and Other Adjustments | (18.21) | (250.22) | (28.93) |
| Gross Block- Closing Balance | 4,835.69 | 4,233.40 | 4,190.12 |
| Accumulated Depreciation- opening balance | 1837.20 | 1,668.03 | 1,374.19 |
| Depreciation during the year | 347.71 | 387.58 | 293.84 |
| Deletion during the year | (10.41) | (218.41) | - |
| Accumulated Depreciation- Closing balance | 2174.50 | 1,837.20 | 1,668.03 |
| Total Net block of Tangible assets | 2,661.19 | 2,396.20 | 2,522.09 |
Cash Flows
The table below summarize our cash flows from our Restated Financial Information for the financial year ended on March 2026, 2025 and 2024.
| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 |
| Net cash (used in)/ generated from operating activities | 787.26 | (1,196.93) | (674.69) |
| Net cash (used in)/ generated from investing activities | (605.00) | (208.18) | (585.79) |
| Net cash (used in)/ generated from financing activities | (160.86) | 1,412.20 | 1,057.13 |
| Net increase/(decrease) in cash and cash equivalents | 21.38 | 7.10 | (203.35) |
| Cash and Cash Equivalents at the beginning of the Year | 21.05 | 13.95 | 217.30 |
| Cash and Cash Equivalents at the end of the Year | 42.42 | 21.04 | 13.95 |
Net cash from/(used in) Operating Activities
For fiscal year ending March 31, 2026, net cash flow from operating activities was Rs. 787.26 lakhs as compared to Profit Before Tax of Rs. 1,413.12 lakhs. We had operating profit before working capital changes of Rs. 2,339.99 lakhs primarily as a result of depreciation, finance cost, Rent income and sale of Asset of Rs. 347.71 lakhs, Rs. 581.57 lakhs and Rs. 1.64 Lakhs Rs. 0.77 lakhs respectively.
For fiscal year ending March 31, 2025, net cash flow from operating activities was Rs. (1,196.93) lakhs as compared to Profit Before Tax of Rs. 1,263.64 lakhs. We had operating profit before working capital changes of Rs. 2,168.25 lakhs primarily as a result of depreciation, finance cost, Rent income and sale of Asset of Rs. 387.58 lakhs, Rs. 514.65 lakhs and Rs. 2.30 Lakhs Rs. 4.69 lakhs respectively.
For fiscal year ending March 31, 2024, net cash flow from operating activities was at Rs. (674.69) lakhs as compared to Profit Before Tax of Rs. 715.72 lakhs. We had operating profit before working capital changes of Rs. 1,270.25 lakhs primarily as a result of depreciation, finance cost, Rent income and sale of Asset of Rs. 293.84 lakhs, 255.99 Lakhs, 3.18 Lakhs and Rs. 7.89 lakhs respectively.
Net cash from/(used in) Investing Activities
For Period ending March 31, 2026, the net cash flow from investing activities was Rs. (605.00) Lakhs due to purchase of fixed assets, Proceeds from Sale of Fixed Assets, Rent Income and purchase of Investments of Rs. 614.73 lakhs, Rs. 8.57 lakhs, Rs. 1.64 Lakhs and 0.48 Lakhs respectively.
For Period ending March 31, 2025, the net cash flow from investing activities was Rs. (208.19) Lakhs due to purchase of fixed assets, Proceeds from Sale of Fixed Assets, Rent Income and purchase of Investments of Rs. 236.89 lakhs, Rs. 27.13 lakhs, Rs. 2.30 Lakhs and 0.72 Lakhs respectively.
For fiscal year ending March 31, 2024, net cashflow from investing activities was Rs. (585.79) lakhs due to purchase of fixed assets, Proceeds from Sale of Fixed Assets and Rent Income of Rs. 591.24 lakhs, Rs. 2.27 lakhs and Rs. 3.18 Lakhs respectively.
Net cash Flow from/(used in) Financing Activities
For the period ended March 31, 2026, net cash flow from financing activities was Rs. (160.86) lakhs due to proceed of secured/unsecured long-term loans, change in secured/unsecured Short-Term Borrowing and finance cost of Rs. 157.63 Lakhs, Rs. 263.08 Lakhs and Rs. 581.57 Lakhs respectively.
For the period ended March 31, 2025, net cash flow from financing activities was Rs. 1,412.20 lakhs due to repayment of secured/unsecured long-term loans, change in secured/unsecured Short-Term Borrowing and finance cost of Rs. 199.32 Lakhs, Rs. 2,126.17 Lakhs and Rs. 514.65 Lakhs respectively.
For the fiscal year ending March 31, 2024, net cash flow from financing activities was Rs. 1,057.13 lakhs due to proceeds from issue of equity share, proceeds from secured/unsecured long-term loans, change in secured/unsecured Short-Term Borrowing and finance cost of Rs. 100.00 Lakhs, Rs. 23.19 Lakhs, Rs. 1,189.93 Lakhs and Rs. 255.99 Lakhs respectively.
Financial Indebtedness
Please see "Financial Indebtedness" for a description of broad terms of our indebtedness on page 361 of this Prospectus. The company has an impeccable record of servicing its debts and has consistently reduced its dependence on institutional finance, there are negligible chances of any default. In the event our lenders declare an event of default, such current and any future defaults could lead to acceleration of our obligations, termination of one or more of our financing agreements or force us to sell our assets, which may adversely affect our business, results of operations and financial condition.
Off-balance Sheet Commitments and Arrangements
We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements except contingent liabilities as of March 31, 2026 which is mentioned below:
| Particulars | Rs. in Lakhs |
| I. Claims against the company not acknowledged as debt | 99.25 |
| II. Guarantees given by the Company | 1,733.00 |
| II. Other money for which the company is contingently liable | 22.44 |
| TOTAL | 1,854.69 |
Note: The aggregate contingent liability of the Company as on March 31, 2026 stood at Rs. 1,733.00 lakhs which has been significantly reduced from previous year FY 2024-25 stood at Rs 7,627 lakhs. For further details, kindly refer to Risk Factor no. 01 on page no. 26 of this Prospectus.
Outstanding Dues to Trade Payables
For purposes of the disclosure in Issue Document pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, the Board of Directors of the Company has identified a materiality threshold of in excess 5% of total trade payables of the Company pursuant to a resolution dated September 15, 2025; and the amounts owed as of March 31, 2026 by the Company to any small scale undertaking and any other creditor equal to or exceeding such materiality threshold is identified in summary form as brought out in the tables below.
Creditors (MSME) of amount more than threshold limit*
| Name of Material Creditor | Amount (Rs. Lakhs) |
| Vinod Cotfab Private Limited | 3,146.52 |
| Creditor 1 | 291.16 |
| Creditor 2 | 288.70 |
| Flaxen Textiles Private Limited | 511.82 |
| Citadel Textiles Private Limited | 387.25 |
| Total | 4,625.46 |
Creditors other than MSME of amount more than threshold limit*
| Name of Material Creditor | Amount (Rs. Lakhs) |
| MSME Creditor 1 | 229.99 |
| MSME Creditor 2 | 13.09 |
| Total | 243.08 |
*Materiality is determined at 5% of trade payables, calculated separately for outstanding dues to creditors and to MSMEs and other creditor.
| Particulars | FY 2026 | FY 2025 | FY 2024 |
| Trade Payables | 5,826.49 | 7,048.29 | 7,260.17 |
| - MSME | 5,576.72 | 888.79 | 1,424.99 |
| - Others | 249.77 | 6,159.50 | 5,835.18 |
INFORMATION REQUIRED AS PER ITEM (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:
1. Unusual or infrequent events or transactions
Except as described in this Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.
2. Significant economic changes that materially affected or are likely to affect income from continuing operations
Other than as described in the section titled Risk Factors beginning on page 25 of this Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations
Other than as described in this Prospectus, particularly in the sections Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations on pages 25 and 341, respectively, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations
4. Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material costs or prices that will cause a material change are known.
Our Companys future costs and revenues can be impacted by an increase in labor costs as the company looks to hire talent with new skills and capabilities for the digital economy who may be in short supply.
5. Future relationship between Costs and Income
Our Companys future costs and revenues will be determined by competition, demand/supply situation, Indian Government Policies, and interest rates quoted by banks & others.
6. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.
Increases in our revenues are by and large linked to increases in the volume of business.
7. Total turnover of each major industry segment in which the issuer company operates.
The Company is operating in textile industry. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 160 of this Prospectus.
8. Status of any publicly announced new products or business segments
Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Prospectus.
9. The extent to which the business is seasonal.
Our business is not seasonal in nature.
10. Competitive Conditions
We face competition from existing and potential competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" on page 190 of this Prospectus
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.