MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our restated financial statements attached in the chapter titled "Financial Information of the Company" beginning on page 175. You should also read the section titled "Risk Factors" on page 29 and the section titled "Forward Looking Statements" on page 21 of this Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. 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 peer review auditor dated September 10, 2025, which is included in this Red Herring Prospectus under "Financial Statements". The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. 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.
BUSINESS OVERVIEW
We are primarily engaged in the business of manufacturing, assembling and supplying of electric vehicles, offering a range of electric two-wheelers ("E-2Ws") and three-wheelers ("3Ws"), available in a variety of design, color, speed variants etc. We are an ISO 45001:2018, ISO 9001:2015 and ISO 14001:2015 certified company, operating under the brand name "Zelio" for E-2Ws and "Tanga" for 3Ws and focussing exclusively on the production of E-2Ws and 3Ws which serves environmental benefits such as lower emissions, reduced noise, energy sustainability etc. We launched the first range of electric scooters in FY 2021-22 and operate through a network of exclusive and non-exclusive dealers spanning across urban, semi-urban, and rural areas.
Currently we are operating our business through corporate office and manufacturing unit situated at Khewat No 510, 442, Hisar Road, Ladwa, Hisar- 125006, Haryana, India, spreading in an area of 48 kanal 7 marle (equivalent to 24,458.01 sq. mtrs.). We have an installed capacity of producing 72000 units p.a. (electric two-wheelers/three-wheelers) and are equipped with various machines such as Conveyor Line-32 meter long, welding machines, impact wrenches, bolt tightening tools, drilling tools etc. for manufacturing, assembling and supplying of electric vehicles. We manufacture EVs by assembling various parts which we outsource from suppliers as per the designs conceptualised by the company. Our company is registered under the Bureau of Indian Standards and SAE International and also USA has confirmed World Manufacturer identifier (WMI) code for our company.
We operate our business through a wide network of dealers, and at present, our focus is primarily on B2B transactions. We are working with 337 dealers spreading across more than 20 states & union territories in India, thus, selling our products pan-India. Our E-2Ws portfolio comprises of various models inclusive of EEVA, EEVAZX, Gracy, Legender, Mystery, XMen etc. and E-3Ws comprises of vehicles namely, Tanga and Tanga e-Loader under the Brand name of "Tanga". Set out below are details of revenue (including other operating revenue) from our E-2Ws and 3Ws for the periods indicated:
(Rs. in lakhs) |
||||||
For the period and year ended on |
||||||
March 31, 2025 |
March 31, 2024 |
March 31, 2023 |
||||
Particulars |
Amount | % of total income | Amount | % of total income | Amount | % of total income |
E-2Ws |
16,620.80 | 96.53% | 9,173.84 | 97.16% | 4,918.90 | 95.98% |
3Ws |
321.63 | 1.87% | - | - | - | - |
Others# |
276.51 | 1.60% | 268.66 | 2.84% | 206.16 | 4.02% |
Total |
17,218.94 | 100.00% | 9,442.50 | 100.00% | 5,125.07 | 100.00% |
# Includes Battery, Spare Parts, Chargers, Battery wire, wiper blade, front turning light, light, tyer etc.
Our company is managed by our promoters Niraj Arya, Kunal Arya and Deepak Arya who are associated with the company since its incorporation. Niraj Arya is the Chairman and Whole Time Director of the company. He has overall experience of 18 Years in Electric Vehicle and Battery Solutions Industry and is currently involved in the general business and administration functions including Accounts & Finance, Legal operations & Compliance related functions of our Company. Kunal Arya is the Managing Director of the company and is having an experience of 5 years in the field of Electric Vehicle and Battery Solutions Industry. He is playing vital role in formulating business strategies and effective implementation of the same. He is responsible for managing the business planning & development, purchase, production, inventory & dispatch planning, sales & marketing related functions of our company. Deepak Arya is the Whole time Director of the company having experience of 12 years in the field of Electric Vehicle and Battery Solutions Industry. He is Responsible for Human Resource and customer relationship management related functions of our Company. Our Promoters and
Directors are supplemented by senior management with significant experience which has been instrumental in the growth of our company.
Our total revenue and net profit as restated in the financial statements have shown positive CAGR in last three Financial Years. Our total revenue has increased from Rs. 5125.07 lakhs for the financial year ended March 31, 2023 to Rs. 17,218.94 lakhs for the financial year ended on March 31, 2025, at a CAGR of 83.30%. The following table sets forth certain key performance indicators for the years indicated:
(€In Lakhs except percentages and ratios) |
|||
As at the Year ended |
|||
| FY 2024-25 | FY 2023-24 | FY 2022-23 | |
Revenue from operations (1) |
17,218.94 | 9,442.50 | 5,125.07 |
EBITDA (2) |
2,102.03 | 875.53 | 401.91 |
EBITDA Margin (3) |
12.21% | 9.27% | 7.84% |
PAT (4) |
1,600.85 | 630.88 | 305.53 |
PAT Margin (5) |
9.30% | 6.68% | 5.96% |
RoE (%) (6) |
85.75% | 83.99% | 108.00% |
RoCE (%) (7) |
36.86% | 34.84% | 29.61% |
Net Worth (8) |
2,667.40 | 1,066.55 | 435.67 |
Notes:
(1
Revenue from operation means Revenue from Operations as appearing in the Restated Financial Statements.<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 calculated as Profit before tax - Tax Expenses
(5)
‘pat Margin is calculated as PAT for the period/ year divided by revenue from operations.<6 Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
<7 Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity plus total borrowings {current & non-current}.
<8 Net Worth = Equity Share Capital + Reserve and Surplus (including surplus in the Statement of Profit & Loss) - Preliminary Expenses to the extent not written-off
Explanation for KPI metrics
KPI |
Explanations |
Revenue from Operations |
Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business |
EBITDA |
EBITDA provides information regarding the operational efficiency of the business |
EBITDA Margin (%) |
EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business |
PAT |
Profit after tax provides information regarding the overall profitability of the business. |
PAT Margin (%) |
PAT Margin (%) is an indicator of the overall profitability and financial performance of our business. |
RoE (%) |
RoE provides how efficiently our Company generates profits from shareholders funds. |
RoCE (%) |
RoCE provides how efficiently our Company generates earnings from the capital employed in the business. |
Net Worth |
Net worth is used by the management to ascertain the total value created by the entity and provides a snapshot of current financial position of the entity. |
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to Restated Financial Statements beginning on page 175 of this Red Herring Prospectus.
Factors Affecting our Results of Operations
1. Our limited operating history makes evaluating our business and future prospects difficult;
2. Our dependence on the demand for and adoption of EVs;
3. Disruptions in the supply, or increase in prices of, components and raw materials used in our EVs, can adversely affect our product pricing and manufacturing and delivery timelines;
4. Any reductions or eliminations of government incentives or ineligibility of electric vehicles for such incentive could increase the retail price of our electric vehicles, adversely affecting the demand for our electric vehicles;
5. Changes in focus or change in Government Policies towards EVs;
6. Our ability to sustain and grow in competition from existing and new entities in EV industry;
7. Any change in government policies resulting in increases in taxes payable by us;
8. Our ability to successfully upgrade our products and services portfolio, from time to time;
9. Our ability to comply with changes in safety, health, environmental and labour laws and other applicable regulations;
10. General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;
11. Our ability to retain our key managements persons and other employees;
12. Our ability to make interest and principal payments on our existing debt obligations and satisfy the other covenants contained in our existing debt agreements;
13. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
14. Companys ability to successfully implement strategy, growth and expansion plans and technological initiatives;
15. failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
16. inability to successfully obtain registrations in a timely manner or at all;
17. Occurrence of Environmental Problems & Uninsured Losses;
18. Conflicts of interest with affiliated companies, the promoter group and other related parties;
19. Concentration of ownership among our Promoter.
Discussion on Result of Operations
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for financial years ended, March 31, 2025, March 31, 2024 and March 31, 2023.
| ( Rs. in Lakhs) | ||||||
Particulars |
Year ended March 31, 2025 | % of Total Income | Year ended March 31, 2024 | % of Total Income | Year ended March 31, 2023 | % of Total Income |
Income |
||||||
Revenue from Operations |
17218.94 | 99.08% | 9442.50 | 99.50% | 5125.07 | 99.28% |
Other Income |
160.70 | 0.92% | 47.33 | 0.50% | 37.23 | 0.72% |
Total Income |
17379.64 | 100.00% | 9489.83 | 100.00% | 5162.30 | 100.00% |
Expenses |
||||||
Cost of Material Consumed |
13606.96 | 78.29% | 7629.67 | 80.40% | 4286.30 | 83.03% |
Direct Expenses |
460.42 | 2.65% | 231.23 | 2.44% | 134.44 | 2.60% |
Changes in Inventories of Finished Goods |
-368.09 | -2.12% | 62.96 | 0.66% | -48.54 | -0.94% |
Employee Benefit Expenses |
556.15 | 3.20% | 301.20 | 3.17% | 182.61 | 3.54% |
Finance Cost |
187.65 | 1.08% | 104.76 | 1.10% | 49.41 | 0.96% |
Depreciation & Amortization Expenses |
140.68 | 0.81% | 57.94 | 0.61% | 21.19 | 0.41% |
Other Expenses |
857.18 | 4.93% | 339.89 | 3.58% | 167.50 | 3.24% |
Total Expenses |
15440.96 | 88.85% | 8727.65 | 91.97% | 4792.90 | 92.84% |
Profit/ Loss before Exceptional & Extraordinary Items & Tax |
1938.69 | 11.15% | 762.18 | 8.03% | 369.39 | 7.16% |
Extraordinary & Exceptional Items |
0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% |
Profit Before Tax |
1938.69 | 11.15% | 762.18 | 8.03% | 369.39 | 7.16% |
Tax Expenses |
||||||
Current Year |
355.05 | 2.04% | 127.15 | 1.34% | 64.89 | 1.26% |
Deferred Tax |
-17.21 | -0.10% | 4.15 | 0.04% | -1.03 | -0.02% |
Net Tax Expense |
337.84 | 1.94% | 131.30 | 1.38% | 63.86 | 1.24% |
Profit After Tax |
1600.85 | 9.21% | 630.88 | 6.65% | 305.53 | 5.92% |
Revenue from operations:
We are primarily engaged in the business of manufacturing, assembling and supplying of electric vehicles, offering a range of electric two-wheelers and three-wheelers, hence, primary sales are from the sale of the above-mentioned products.
Other Income:
Our other income primarily comprises of Foreign Exchange Gain (net) & Interest Income on Fixed Deposits.
Expenses:
Companys expenses consist of cost of material consumed, Direct Expenses, Change in inventories of finished goods, employee benefit expenses, finance cost, depreciation and amortization expenses and other expenses.
Cost of material consumed:
Our cost of material consumed comprises of net purchase of raw material and import related expenses.
Direct Expenses:
Our direct expenses comprise of Custom and Import Expenses, transport expenses and related other expenses.
Changes in Inventories of Finished Goods:
Changes in inventories of finished goods consists of changes in inventories of finished goods.
Employee benefits expense:
Our employee benefits expense primarily comprises of Salaries, wages, bonus, gratuity, allowances etc., remuneration to directors, contribution to provident, employees state insurance and other funds etc. and staff welfare expenses.
Finance Costs:
Our finance cost primarily consists of Interest expenses on borrowings and processing costs and bank charges.
Depreciation and Amortization Expenses:
Depreciation and Amortization expenses includes depreciation expenses which are laid on building, plant and machineries, computers, vehicles, office equipment and furniture and fittings.
Other Expenses:
Our other expenses primarily of freight outward, business promotional expenses, travelling expenses, commission on sales, discount and rebates among others.
Financial Year 2025 Compared to Financial Year 2024 (Based on Restated Financial Statements)
Total Income:
Total income for the Financial Year 2024-25 stood at Rs. 17,379.64 lakhs whereas in Financial Year 2023-24 the same stood at Rs.9,489.83 lakhs representing an increase of 83.14%. The main reason for increase in total income was due to increase in the sale of our products, which majorly comprises of sale of E-2Ws that increased from Rs. 9,173.84 lakhs in FY 2023-24 to Rs. 16,620.80 lakhs in FY 2024-25, representing an increase of 81.18%.
Revenue From Operations:
During the financial year 2024-25, the revenue from operation of our company increased to Rs. 17,218.94 lakhs as against Rs. 9,442.50 lakhs in the Financial Year 2023-24 representing an increase of 82.36%. The main reason for increase in revenue from operations was due to increase in the sale of our products, which majorly comprises of sale of E-2Ws that increased from Rs.9,173.84 lakhs in FY 202324 to Rs.16,620.80 lakhs in FY 2024-25, representing an increase of 81.18%.
Other Income:
During the financial year 2024-25, the other income of our company increased to Rs. 160.70 lakhs as against Rs. 47.33 lakhs in the financial year 2023-24 representing an increase of 239.52%. The increase in other income was majorly due to increase in net foreign exchange gain.
Total Expenses:
The total expense for the financial year 2024-25 increased to Rs. 15,440.96 lakhs from Rs. 8,727.65 lakhs in the financial year 2023-24 representing an increase of 76.92%. Such increase was due to increase in business operations of the company. The cost of material consumed increased from Rs. 7,629.67 lakhs in the financial year 2023-24 to Rs. 13,606.96 lakhs in the financial year 2024-25 representing an increase of 78.34%, along with increase in direct expenses of 99.12% from Rs. 231.23 lakhs in the financial year 202324 to Rs. 460.42 lakhs for the financial year 2024-25. Further there also increase in the total expenses due to increase arising from changes in inventory of finished goods from Rs.62.96 lakhs in financial year 2023-24 to Rs. (368.09) lakhs in the financial year 202425, increase in employee benefit expenses from Rs. 301.20 lakhs in financial year 2023-24 to Rs. 556.15 lakhs for the financial year 2024-25 representing an increase of 84.65%, increase in finance cost from Rs. 104.76 lakhs in financial year 2023-24 to Rs. 187.65 lakhs in financial year 2024-25 representing an increase of 79.12%, increase in depreciation and amortization expenses from Rs. 57.94 lakhs in financial year 2023-24 to Rs. 140.68 lakhs for the financial year 2024-25 and increase in other expenses from Rs. 339.89 lakhs in financial year 2023-24 to Rs. 857.18 lakhs in financial year 2024-25 representing an increase of 152.19% as compared with previous year.
Cost of Material Consumed:
Cost of material consumed increased to Rs. 13,606.96 lakhs in financial year 2024-25 from Rs. 7,629.67 lakhs in financial year 202324 representing increase of 78.34%. Such increase was due to increase in business operations of the company. Net purchases made during the period 2024-25 amounted Rs. 13,108.88 lakhs increased from Rs. 7,610.97 lakhs in financial year 2023-24 representing an increase of 72.24%. Also, import related expenses saw an increase from Rs. 785.04 lakhs in the financial year 2023-24 to Rs. 1,939.76 lakhs in the financial year 2024-25 representing an increase of 147.09%.
Direct Expenses:
Our company incurred direct expenses amounting Rs. 460.42 lakhs in the financial year 2024-25 against Rs. 231.23 lakhs in the financial year 2023-24 which reflected an increase of 99.12%. Significant increase in direct expenses was seen due to increase in transport expenses incurred during the year as the expense incurred during the financial year 2024-25 amounted to Rs. 278.63 lakhs against Rs. 116.71 lakhs incurred during the year 2023-24 reflecting an increase of 138.99%.
Changes in inventory of finished goods:
The company experienced changes in inventory of finished goods for the financial year 2024-25 amounting Rs. (368.09) lakhs against a change in inventory in finished goods for the financial year 2023-24 which amounted to Rs. 62.96 lakhs indicating a change of (684.60) %.
Employee benefits expense:
Our Company has incurred Rs. 556.15 lakhs as employee benefit expenses during the financial year 2024-25 as compared to Rs. 301.20 lakhs in the financial year 2023-24. The increase of 84.65% was mainly due to increase in Salaries, wages, bonus, gratuity, allowances etc. and staff welfare expenses.
Finance costs:
These costs for the financial year 2024-25 increased to Rs. 187.65 lakhs as against Rs. 104.76 lakhs during the financial year 2023-24. The increase of 79.12% in the finance costs was due to increase in the borrowings incurred by the company which were Rs. 3,067.53 lakhs for the financial year 2024-25 against Rs. 1410.60 lakhs for the financial year 2023-24.
Depreciation and Amortization Expenses:
Depreciation for the financial year 2024-25 stood at Rs. 140.68 lakhs as against Rs. 57.94 lakhs during the financial year 2023-24. The increase in depreciation was around 142.82% in comparison to the previous year.
Other Expenses:
Our Company has incurred Rs. 857.18 lakhs during the financial year 2024-25 on other expenses as against Rs. 339.89 lakhs during the financial year 2023-24. There was an increase of 152.19% mainly due to increase in expenses like freight outward, business promotional expenses, travelling expenses etc.
Restated profit before tax:
Net profit before tax for the financial year 2024-25 increased to Rs. 1,938.69 lakhs as compared to Rs. 762.18 lakhs in the financial year 2023-24, which was majorly due to factors as mentioned above.
Restated profit for the year:
The company reported restated profit after tax for the financial year 2024-25 of Rs. 1600.85 lakhs in comparison to Rs. 630.88 lakhs in the financial year 2023-24. The increase of 153.75% was majorly due to factors mentioned above.
Financial Year 2024 Compared to Financial Year 2023 (Based on Restated Financial Statements)
Total Income:
Total income for the financial year 2023-24 stood at Rs. 9,489.83 lakhs whereas in Financial Year 2022-23 the same stood at Rs. 5,162.30 lakhs representing an increase of 83.83%. The main reason for increase in total income was due to increase in the sale of our products, which majorly comprises of sale of E-2Ws that increased from Rs. 4,918.90 lakhs in FY 2022-23 to Rs. 9,173.84 lakhs in FY 2023-24, representing an increase of 86.50 %.
Revenue From Operations:
During the financial year 2023-24, the revenue from operation of our company increased to Rs. 9,442.50 Lakhs as against Rs. 5,125.07 Lakhs in the Financial Year 2022-23 representing an increase of 84.24%. The main reason for increase in revenue from operations was due to increase in the sale of our products, which majorly comprises of sale of E-2Ws that increased from Rs. 4,918.90 lakhs in FY 2022-23 to Rs. 9,173.84 lakhs in FY 2023-24, representing an increase of 86.50 %.
Other Income:
During the financial year 2023-24, the other income of our company increased to Rs. 47.33 lakhs as against Rs. 37.23 lakhs in the financial year 2022-23 representing an increase of 27.12%. The increase in other income was majorly due to increase in net foreign exchange gain.
Total Expenses:
The total expense for the financial year 2023-24 increased to Rs. 8,727.65 lakhs from Rs. 4,792.90 lakhs in the financial year 2022-23 representing an increase of 82.10 %. Such increase was due to increase in business operations of the company. The cost of material consumed increased from Rs. 4,286.30 lakhs in Fiscal 2023 to Rs. 7,629.67 lakhs in Fiscal 2024 representing an increase of 78.00%, along with increase in direct expenses of 72.00% from Rs. 134.44 lakhs in the fiscal 2023 to Rs. 231.23 lakhs for the fiscal 2024. Further there also increase in the total expenses due to increase arising from changes in inventory of finished goods from Rs. (48.54) lakhs in fiscal 2023 to Rs. 62.96 lakhs in the fiscal 2024, increase in employee benefit expenses from Rs. 182.61 lakhs in financial year 2022-23 to Rs. 308.92 lakhs for the financial year 2023-24 representing an increase of 69.17%, increase in finance cost from Rs. 48.56 lakhs in Fiscal 2023 to Rs. 102.74 lakhs in Fiscal 2024 representing an increase of 111.58%, increase in depreciation and amortization expenses from Rs. 21.19 lakhs in financial year 2022-23 to Rs. 57.94 lakhs for the financial year 2023-24 and increase in other expenses from Rs. 168.35 lakhs in fiscal 2023 to Rs. 334.19 lakhs in fiscal 2024 representing an increase of 98.50% as compared with previous year.
Cost of Material Consumed:
Cost of material consumed increased to Rs. 7,629.67 lakhs in financial year 2023-24 from Rs. 4,286.30 lakhs in financial year 2022-23 representing increase of 78.00 %. Such increase was due to increase in business operations of the company. Net purchases made during the period 2023-24 amounted Rs. 7,610.97 lakhs increased from Rs. 3,819.29 lakhs in financial year 2022-23 representing an increase of 99.2%. Also, import related expenses saw an increase from Rs. 486.34 lakhs in the fiscal 2023 to Rs. 785.04 lakhs in the fiscal 2024 representing an increase of 61.42%.
Direct Expenses:
Our company incurred direct expenses amounting Rs. 231.23 lakhs in the financial year 2023-24 against Rs. 134.44 lakhs in the financial year 2022-23 which reflected an increase of 71.99%. Significant increase in Direct expenses was seen due to increase in transport expenses incurred during the year as the expense incurred during the financial year 2023-24 amounted to Rs. 116.71 lakhs against Rs. 38.70 lakhs incurred during the year 2022-23 reflecting an increase of 201.58%.
Changes in inventory of finished goods:
The company experienced changes in inventory of finished goods for the financial year 2023-24 amounting Rs. 62.96 lakhs against a negative change in inventory in finished goods for the financial year 2022-23 which amounted to Rs. 48.54 lakhs indicating a change of (229.71%).
Employee benefits expense:
Our Company has incurred Rs. 308.92 lakhs as employee benefit expenses during the financial year 2023-24 as compared to Rs. 182.61 lakhs in the financial year 2022-23. The increase of 69.17% was mainly due to increase in Salaries, wages, bonus, gratuity, allowances etc. and staff welfare expenses.
Finance costs:
These costs for the financial Year 2023-24 increased to Rs. 102.74 lakhs as against Rs. 48.56 lakhs during the financial year 2022-23. The increase of 111.58% in the finance costs was due to increase in the borrowings incurred by the company which were Rs. 1,410.60 lakhs for the fiscal 2024 against Rs. 958.58 lakhs for the fiscal 2023.
Depreciation and Amortization Expenses:
Depreciation for the financial year 2023-24 stood at Rs. 57.94 lakhs as against Rs. 21.19 lakhs during the financial year 2022-23. The increase in depreciation was around 173.39% in comparison to the previous year.
Other Expenses:
Our Company has incurred Rs. 334.19 lakhs during the financial year 2023-24 on other expenses as against Rs. 168.35 lakhs during the financial year 2022-23. There was an increase of 98.50% mainly due to increase in expenses like business promotional expenses, commission on sales, freight outward, travelling expenses etc.
Restated profit before tax:
Net profit before tax for the financial year 2023 -24 increased to Rs. 762.18 lakhs as compared to Rs. 369.39 lakhs in the financial year 2022-23, which was majorly due to factors as mentioned above.
Restated profit for the year:
The company reported restated profit after tax for the financial year 2023-24 of Rs. 630.88 lakhs in comparison to Rs. 305.53 lakhs in the financial year 2022-23. The increase of 106.48% was majorly due to factors mentioned above.
Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations:
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
1. Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity. Except as disclosed in this Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.
2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
There are no significant economic changes that may materially affect or likely to affect income 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.
Apart from the risks as disclosed under Section "Risk Factors" beginning on page 29 of this Red Herring 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
Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 29, 115 and 225 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.
5. Segment Reporting
Our business activity primarily falls within a single business and geographical segment, other than as disclosed in "Restated Financial Statements" on page 175 we do not follow any other segment reporting
6. Status of any publicly announced New Products or Business Segment
Except as disclosed in the Chapter "Our Business", our Company has not announced any new product or service.
7. Seasonality of business
Our business is subject to seasonality. For further information, refer Risk Factor - "Our results of operations may vary significantly from period to period due to the seasonality of our business" on page 41.
8. Dependence on single or few customers
Given the nature of our business operations, we do not believe our business is dependent on any single or a few customers
9. Competitive conditions
Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on pages 104 and 115 respectively of this Red Herring Prospectus.
10. Details of material developments after the date of last balance sheet i.e. March 31, 2025.
After the date of last Balance sheet i.e. March 31, 2025, the following material events have occurred after the last audited period:
1) The Company has reclassified its authorized share capital from the existing Rs. 25,00,00,000 (Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 24,00,00,000 (Rupees Twenty-Five Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 10,00,000 (Ten Lakh) Preference shares of Rs. 10 (Rupees Ten Only) each in the EGM held on 09th May, 2025.
2) The Company has Incorporated a Subsidiary Company "Zelio Auto Components Limited" on 13th May, 2025 vide Certificate of Incorporation dated 13th May, 2025 issued by Registrar of Companies, Central Registration Center bearing CIN: U45300HR2025PLC132004.
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